The Vermont Statutes Online

Title 11A: Vermont Business Corporations

Chapter 015: Foreign Corporations

• Subchapter 001: CERTIFICATE OF AUTHORITY

• § 15.01. Authority to transact business required

  (a) A foreign corporation may not transact business in this State until it obtains a certificate of authority from the Secretary of State.

  (b) Except as otherwise provided, “doing business” or “transacting business” shall mean and include each act, power, or privilege exercised or enjoyed in this State by a foreign corporation.

  (c) Among others, the following activities without more do not constitute transacting business for the purpose of determining whether a corporation is required to obtain a certificate of authority under subsection (a) of this section:

  (1) maintaining, defending, or settling any proceeding;

  (2) holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;

  (3) maintaining bank accounts;

  (4) maintaining offices or agencies for the transfer, exchange, and registration of the corporation’s own securities or maintaining trustees or depositaries with respect to those securities;

  (5) selling through independent contractors;

  (6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;

  (7) creating or acquiring indebtedness, mortgages, and security interests in real or personal property;

  (8) without limiting the generality of the other provisions of this section, making, purchasing, and servicing loans if the corporation is a foreign savings bank or a foreign corporation doing a banking business and it participates with a banking corporation or a trust company of this State;

  (9) securing or collecting debts or enforcing mortgages and security interests in property securing the debts;

  (10) owning real or personal property;

  (11) conducting an isolated transaction that is not one in the course of repeated transactions of a like nature;

  (12) transacting business in interstate commerce.

  (d) In addition to the requirements of subsection (a) of this section and notwithstanding subsection (c) of this section, a foreign banking corporation or trust company that does not have a place of business in this State pursuant to section 8 V.S.A. § 654 or 1352 shall obtain a certificate of authority from the Secretary of State to act as executor or trustee in this State under the last will and testament of any deceased resident of this State or of any deceased resident of another state owning property in this State. The Secretary of State shall not issue the certificate unless:

  (1) by the law of the state of its incorporation the foreign banking corporation or trust company may be appointed and may accept appointment to act as executor of or trustee under the last will and testament of any deceased person in the state of its appointment; and

  (2) banking corporations or trust companies of this State are permitted to act as executors or trustees in the state where such foreign banking corporation or trust company has its domicile.

  (e) This section shall have no applicability for the purpose of determining jurisdiction under 12 V.S.A. chapter 25 subchapter 6 or for the purpose of determining the tax liability of a corporation. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 1995, No. 142 (Adj. Sess.), § 12, eff. May 30, 1996.)

• § 15.02. Consequences of transacting business without authority

  (a) A foreign corporation transacting business in this State without a certificate of authority may not maintain a proceeding or raise a counterclaim, crossclaim, or affirmative defense in any court in this State until it obtains a certificate of authority.

  (b) The successor to a foreign corporation that transacted business in this State without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding or raise a counterclaim, crossclaim, or affirmative defense based on that cause of action in any court in this State until the foreign corporation or its successor or assignee obtains a certificate of authority.

  (c) A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.

  (d) A foreign corporation that transacts business in this State without a certificate of authority is liable to the State for:

  (1) a civil penalty of $50.00 for each day, not to exceed a total of $10,000.00 for each year, it transacts business in this State without a certificate of authority;

  (2) an amount equal to the fees due under this title during the period it transacted business in this State without a certificate of authority; and

  (3) other penalties imposed by law.

  (e) The Attorney General may maintain an action in the Civil Division of the Superior Court to collect the penalties imposed in this section and to restrain a foreign corporation not in compliance with this chapter from doing business within this State.

  (f) Notwithstanding subsections (a) and (b) of this section, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts, to the extent they are otherwise in compliance with law, or prevent it from defending any proceeding in this State. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2015, No. 128 (Adj. Sess.), § C.10.)

• § 15.03. Application for certificate of authority

  (a) A foreign corporation may apply for a certificate of authority to transact business in this State by delivering an application and the applicable filing fee to the Secretary of State for filing. The application must set forth:

  (1) the name of the foreign corporation or, if its name is unavailable for use in this State, a corporate name that satisfies the requirements of section 15.06 of this title;

  (2) the name of the state or country under whose law it is incorporated;

  (3) its date of incorporation and period of duration;

  (4) the street address of its principal office;

  (5) the address of its registered office in this State and the name of its registered agent at that office; and

  (6) the names and usual business addresses of its current directors and officers.

  (b) The foreign corporation shall deliver with the completed application a certificate of good standing (or a document of similar import) duly authenticated by the Secretary of State or other official having custody of corporate records in the state or country under whose law it is incorporated. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)

• § 15.04. Amended certificate of authority

  (a) A foreign corporation authorized to transact business in this State must obtain an amended certificate of authority from the Secretary of State if it changes:

  (1) its corporate name;

  (2) the period of its duration; or

  (3) the state or country of its incorporation.

  (b) The requirements of section 15.03 of this title for obtaining an original certificate of authority apply to obtaining an amended certificate under this section. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)

• § 15.05. Effect of certificate of authority

  (a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this State; subject, however, to the right of the State to revoke the certificate as provided in this title, and to impose such restrictions as are required by law.

  (b) A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and except as otherwise provided by this title is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character.

  (c) Except as provided in subdivision 11.07(a)(3) of this title, this title does not authorize this State to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this State. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)

• § 15.06. Corporate name of foreign corporation

  (a) If the corporate name of a foreign corporation does not satisfy the requirements of section 4.01 of this title, the foreign corporation to obtain or maintain a certificate of authority to transact business in this State:

  (1) may add the word “corporation,” “incorporated,” “company,” or “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.,” to its corporate name for use in this State; or

  (2) may use an available trade name to transact business in this State if its corporate name is unavailable and it delivers to the Secretary of State for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the trade name.

  (b) Except as authorized by subsections (c) and (d) of this section, the corporate name, including a trade name, of a foreign corporation shall be distinguishable in the records of the Secretary of State from any name granted, registered, or reserved under this chapter, or the name of any other entity, whether domestic or foreign, that is reserved, registered, or granted by or with the Secretary of State.

  (c) A foreign corporation may apply to the Secretary of State for authorization to use in this State the name of another corporation incorporated or authorized to transact business in this State that is not distinguishable in the records from one or more of the names described in subsection (b) of this section, by submitting to the Secretary of State a satisfactory written form indicating the other corporation’s consent and change of name.

  (d) A foreign corporation may use in this State the name, including the trade name, of another domestic or foreign corporation that is used in this State if the other corporation is incorporated or authorized to transact business in this State and the foreign corporation:

  (1) has merged with the other corporation;

  (2) has been formed by reorganization of the other corporation; or

  (3) has acquired all or substantially all of the assets, including the corporate name, of the other corporation.

  (e) If a foreign corporation authorized to transact business in this State changes its corporate name to one that does not satisfy the requirements of section 4.01 of this title, it may not transact business in this State under the changed name until it adopts a name satisfying the requirements of section 4.01 and obtains an amended certificate of authority under section 15.04 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 1995, No. 179 (Adj. Sess.), § 1b, eff. Jan. 1, 1997; 2015, No. 17, § 10.)

• § 15.07. Registered office and registered agent of foreign corporation

  Each foreign corporation authorized to transact business in this State 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 domestic not-for-profit corporation whose business office is identical with the registered office; or

  (C) a foreign corporation or foreign not-for-profit 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.)

• § 15.08. Change of registered office or registered agent of foreign corporation

  (a) A foreign corporation authorized to transact business in this State 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) its name;

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

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

  (4) the name of its current registered agent;

  (5) if the current registered agent is to be changed, the name of its 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 his or her business office, he or she may change the street address of the registered office of any foreign 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 of change 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.)

• § 15.09. Resignation of registered agent of foreign corporation

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

  (b) After filing the statement, the Secretary of State shall attach the filing receipt to one copy and mail the copy and receipt to the registered office if not discontinued. The Secretary of State shall mail the other copy to the foreign corporation at its principal office address shown in its most recent annual report.

  (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 was filed. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)

• § 15.10. Service of process on foreign corporation

  Service of process on a foreign corporation is governed by 12 V.S.A. subchapter 6, chapter 25 and by the Vermont Rules of Civil Procedure. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)

• Subchapter 002: WITHDRAWAL

• § 15.20. Withdrawal of foreign corporation

  (a) A foreign corporation authorized to transact business in this State may not withdraw from this State until it obtains a certificate of withdrawal from the Secretary of State.

  (b) A foreign corporation authorized to transact business in this State may apply for a certificate of withdrawal by delivering an application to the Secretary of State for filing. The application must set forth:

  (1) the name of the foreign corporation and the name of the state or country under whose law it is incorporated;

  (2) that it is not transacting business in this State and that it surrenders its authority to transact business in this State;

  (3) that it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact or was transacting without authorization business in this State;

  (4) a mailing address to which the Secretary of State may mail a copy of any process served on him or her under subdivision (3) of this subsection;

  (5) a commitment to notify the Secretary of State for the next seven years of any change in its mailing address; and

  (6) any additional information required by the Secretary of State as necessary or appropriate to determine and assess any unpaid fees due to the State under this chapter and payable by the foreign corporation.

  (c) After the withdrawal of the corporation is effective, service of process on the Secretary of State under this section is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the foreign corporation at the mailing address set forth under subsection (b) of this section or otherwise perfect service under section 15.10 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)

• Subchapter 003: TERMINATION OF CERTIFICATE OF AUTHORITY

• § 15.30. Involuntary termination

  (a) The Secretary of State shall terminate the certificate of authority of a foreign corporation if:

  (1) the foreign corporation fails to deliver its annual report to the Secretary of State as required by section 16.22 of this title;

  (2) the foreign corporation does not pay any franchise taxes or penalties imposed by this title or other law;

  (3) the foreign corporation is without a registered agent or registered office in this State;

  (4) the foreign corporation fails to inform the Secretary of State under section 15.08 or 15.09 of this title that its registered agent or registered office has changed;

  (5) a material misrepresentation is knowingly made in a signed document delivered to the Secretary of State for filing;

  (6) the Secretary of State receives a duly authenticated certificate from the Secretary of State or other official having custody of corporation records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or terminated or disappeared as the result of a merger;

  (7) the foreign corporation has failed to comply with subdivision 11.07(a)(3) of this title requiring it to file articles of merger where it is the survivor of a merger with a domestic corporation; or

  (8) the Commissioner of Taxes notifies the Secretary of State that a foreign corporation has failed to make a return, to pay a tax, to file a bond, or to do any other act required to be done under the provisions of 32 V.S.A. chapter 211.

  (b) The Secretary of State shall serve the foreign corporation with written notice of termination of its certificate of authority under section 15.10 of this title, setting out each deficiency.

  (c) The authority of a foreign corporation to transact business in this State ceases on the date shown on the notice terminating its certificate of authority. Termination of a foreign corporation’s certificate of authority does not terminate the authority of the registered agent of the corporation.

  (d) The Secretary of State’s termination of a foreign corporation’s certificate of authority appoints the Secretary of State the foreign corporation’s agent for service of process in any proceeding based on a cause of action that arose during the time the foreign corporation was authorized to transact or was transacting without authorization business in this State. Service of process on the Secretary of State under this subsection is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the secretary of the foreign corporation at its principal office shown in its most recent annual report or in any subsequent communication received from the corporation stating the current mailing address of its principal office, or, if none is on file, in its application for a certificate of authority, or otherwise perfect service under section 15.10 of this title.

  (e) If the foreign corporation corrects each ground for termination and demonstrates to the reasonable satisfaction of the Secretary of State that each ground cited in the notice of termination does not exist, and pays to the Secretary of State a fee of $25.00 for each year it is delinquent, the secretary may cancel the termination and prepare a certificate of reinstatement, file the original of the certificate, and serve a copy on the corporation under section 15.10 of this title.

  (f) When the reinstatement is effective, reinstatement shall relate back to and take effect as of the effective date of the foreign corporation’s involuntary termination under this section as if the involuntary termination had never occurred.

  (g) A foreign corporation shall lose the right to retain its registered name, if its annual report required under subsection (a) of this section is not filed on or before five years after the date that the report is due, and if another domestic or foreign corporation files a request for the name with the Secretary of State. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2019, No. 131 (Adj. Sess.), § 46.)

• § 15.31. [Reserved]

• § 15.32. Appeal from involuntary termination

  (a) If the Secretary of State does not cancel the termination of a certificate of authority of a foreign corporation pursuant to section 15.30 of this title, such foreign corporation may appeal the Secretary of State’s termination of its certificate of authority to the Superior Court in Washington County or in the county in which the foreign corporation’s principal office in Vermont is located within 90 days after service of the notice of such termination is perfected under section 15.10 of this title. The foreign corporation appeals by petitioning the Court to set aside the termination and attaching to the petition copies of its certificate of authority and the Secretary of State’s notice of termination.

  (b) The Court may summarily order the Secretary of State to reinstate the certificate of authority or may take any other action the court considers appropriate.

  (c) The Court’s final decision may be appealed as in other civil proceedings. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)

• § 15.33. Involuntary termination by judicial proceeding

  Upon petition by the Attorney General, the Superior Court of Washington County may terminate the certificate of authority of a foreign corporation if it is established that the corporation has continued to exceed or abuse the authority conferred upon it under the laws of this State. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)