The Vermont Statutes Online

Title 11B: Nonprofit 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) The following activities, among others, do not constitute transacting business within the meaning of subsection (a) of this section:

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

  (2) holding meetings of the board of directors or members 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 memberships or 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) securing or collecting debts or enforcing mortgages and security interests in property securing the debts;

  (9) owning, without more, real or personal property;

  (10) conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature;

  (11) transacting business in interstate commerce. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

• § 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 file an action in the Civil Division of Superior Court to collect the penalties due under this subsection 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 or prevent it from defending any proceeding in this State. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2015, No. 128 (Adj. Sess.), § C.11.)

• § 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 to the Secretary of State. 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) the 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 and email of its registered agent for service of process at that office;

  (6) the names and usual business or home addresses of its current directors and officers and of any other principals the corporation provides;

  (7) whether the foreign corporation has members; and

  (8) whether the corporation, if it had been incorporated in this State, would be a public benefit or mutual benefit corporation.

  (b) The foreign corporation shall deliver with the completed application a certificate of existence, 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 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2025, No. 10, § 20, 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 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

• § 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.

  (b) A foreign corporation with a valid certificate of authority has the same rights and enjoys the same 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 subsection 11.07(a) 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 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)

• § 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 must be distinguishable upon the records of the Secretary of State from reserved or registered trade names or corporate names.

  (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 upon the records from the name applied for 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 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2025, No. 10, § 20, 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 with the same address as that of its registered agent for service of process; and

  (2) a registered agent for service of process pursuant to 11 V.S.A. § 1655. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2025, No. 10, § 20, 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 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2025, No. 10, § 20, eff. July 1, 2025.)

• § 15.09. Resignation of registered agent of foreign corporation

  The registered agent of a foreign corporation may resign as agent by signing and delivering to the Secretary of State for filing a statement of resignation pursuant to 11 V.S.A. § 1655. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2025, No. 10, § 20, eff. July 1, 2025.)

• § 15.10. Service on foreign corporation

  A foreign corporation is subject to the service of process provisions in 11 V.S.A. § 1656. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2025, No. 10, § 20, eff. July 1, 2025.)

• 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 for service of process 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 do 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; and

  (5) a commitment to notify the Secretary of State in the future of any change in the mailing address.

  (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 post office address set forth in its application for withdrawal, or otherwise perfect service under section 15.10 of this title. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2025, No. 10, § 20, eff. July 1, 2025.)

• Subchapter 003: INVOLUNTARY TERMINATION

• § 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 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 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2025, No. 10, § 20, eff. July 1, 2025.)

• § 15.31. [Reserved.]

• § 15.32. Appeal from revocation

  (a) A foreign corporation may appeal the Secretary of State’s revocation of its certificate of authority to the Superior Court within 30 days after service of the certificate of revocation is perfected under section 15.10 of this title. The foreign corporation appeals by petitioning the Court to set aside the revocation and attaching to the petition copies of its certificate of authority and the Secretary of State’s certificate of revocation.

  (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 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)