The Vermont Statutes Online

Title 11A: Vermont Business Corporations

Chapter 005: Office and Agent

• § 5.01. Registered office and registered agent

  Each corporation must continuously maintain in this State:

  (1) a registered office that may be the same as any of its places of business; and

  (2) a registered agent, who may be:

  (A) an individual who resides in this State and whose business office is identical with the registered office;

  (B) a domestic corporation or nonprofit domestic corporation whose business office is identical with the registered office; or

  (C) a foreign corporation or nonprofit foreign corporation authorized to transact business in this State whose business office is identical with the registered office. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)

• § 5.02. Change of registered office or registered agent

  (a) A corporation may change its registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth:

  (1) the name of the corporation;

  (2) the street address of its current registered office;

  (3) if the current registered office is to be changed, the street address of the new registered office;

  (4) the name of its current registered agent;

  (5) if the current registered agent is to be changed, the name of the new registered agent and the new agent’s written consent (either on the statement or attached to it) to the appointment; and

  (6) that after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.

  (b) If a registered agent changes the street address of the agent’s business office, the agent may change the street address of the registered office of any corporation for which he or she is the registered agent by notifying the corporation in writing of the change and signing (either manually or in facsimile) and delivering to the Secretary of State for filing a statement that complies with the requirements of subsection (a) of this section and recites that the corporation has been notified of the change. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)

• § 5.03. Resignation of registered agent

  (a) A registered agent may resign his or her agency appointment by signing and delivering to the Secretary of State for filing, and the corporation at its registered office, the signed original and two exact copies of a statement of resignation. The statement may include a statement that the registered office is also discontinued.

  (b) After filing the statement, the Secretary of State shall mail one copy to the registered office (if not discontinued) and the other copy to the corporation at its principal office.

  (c) The agency appointment is terminated, and the registered office discontinued if so provided, on the 31st day after the date on which the statement is filed. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)

• § 5.04. Service on corporation

  (a) The corporation’s registered agent shall be an agent of such corporation upon whom any process, notice, or demand required or permitted by law to be served upon the corporation may be served.

  (b) Whenever a corporation shall fail to appoint or maintain a registered agent in this State, or whenever its registered agent cannot with reasonable diligence be found at the registered office, then the Secretary of State shall be an agent of such corporation upon whom any such process, notice or demand may be served. Service on the Secretary of State of any such process, notice, or demand shall be made by delivering to and leaving with him or her, or with any clerk having charge of the corporation department of his or her office, duplicate copies of such process, notice, or demand. In the event any such process, notice, or demand is served on the Secretary of State, he or she shall immediately cause one of the copies thereof to be forwarded by registered or certified mail, return receipt requested, addressed to the corporation at its registered office.

  (c) The Secretary of State shall keep a record of all processes, notices, and demands served upon the Secretary under this section, and shall record therein the time of such service and the Secretary’s action with reference thereto.

  (d) Nothing herein contained shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a corporation in any other manner now or hereafter permitted by law, or by rule. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)