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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 for service of process at that office, pursuant to 11 V.S.A. § 1655; and
(6) the names and usual business addresses of its current directors and officers, and
of any other principals the corporation provides.
(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; amended 2025, No. 10, § 13, eff. July 1, 2025.)
§ 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 adopt an alternate 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 alternate
name.
(b) Except as authorized by subsections (c) and (d) of this section, the corporate name,
including an alternate 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 alternate 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; 2025, No. 10, § 13, eff. July 1, 2025.)
§ 15.07. Registered office and registered agent for service of process 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 for service of process, pursuant to 11 V.S.A. § 1655. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2025, No. 10, § 13, eff. July 1, 2025.)
§ 15.08. Change of registered office or registered agent for service of process of foreign
corporation
A foreign corporation authorized to transact business in this State may change its
registered office or registered agent for service of process by delivering to the
Secretary of State for filing a statement of change pursuant to 11 V.S.A. § 1655. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2025, No. 10, § 13, eff. July 1, 2025.)
§ 15.09. Resignation of registered agent for service of process of foreign corporation
The registered agent of a foreign corporation may resign as agent by filing a statement
of resignation pursuant to 11 V.S.A. § 1655. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2025, No. 10, § 13, eff. July 1, 2025.)
§ 15.10. Service of process on foreign corporation
A foreign corporation is subject to the service of process provisions in 11 V.S.A. § 1656. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2025, No. 10, § 13, eff. July 1, 2025.)
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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 biennial report to the Secretary of State
as required by section 16.22 of this title;
(2) the foreign corporation does not pay any penalties imposed by this title or other
law;
(3) the foreign corporation is without a registered agent for service of process 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 for service of process 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; or
(7) the foreign corporation has failed to comply with subdivision 11.07(a) of this title requiring it to file articles of merger where it is the survivor of a merger with
a domestic corporation.
(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 for service of process 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 biennial 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 reinstatement
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 biennial
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; 2025, No. 10, § 13, eff. July 1, 2025.)
§ 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.)