§ 201. Signing of records delivered for filing to Secretary of State
(a) A record delivered to the Secretary of State for filing pursuant to this title shall
be signed as follows:
(1) The initial articles of organization shall be signed by at least one organizer.
(2) A statement of cancellation under subsection 302(d) of this title shall be signed by at least one organizer.
(3) Except as otherwise provided in subdivision (4) of this subsection, a record signed
on behalf of an existing mutual benefit enterprise shall be signed by an officer.
(4) A record filed on behalf of a dissolved enterprise shall be signed by a person winding
up activities under section 1206 of this title or a person appointed under section 1206 to wind up those activities.
(5) Any other record shall be signed by the person on whose behalf the record is delivered
to the Secretary of State.
(b) Any record to be signed under this title may be signed by an authorized agent. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
§ 202. Signing and filing of records pursuant to judicial order
(a) If a person required by this title to sign or deliver a record to the Secretary of
State for filing does not do so, the Superior Court of the county of the mutual benefit
enterprise’s principal office or the foreign enterprise’s designated office, upon
petition of an aggrieved person, may order:
(1) the person to sign the record and deliver it to the Secretary of State for filing;
or
(2) delivery of the unsigned record to the Secretary of State for filing.
(b) An aggrieved person under subsection (a) of this section, other than the mutual benefit
enterprise or foreign enterprise to which the record pertains, shall make the enterprise
or foreign enterprise a party to the action brought to obtain the order.
(c) An unsigned record filed pursuant to this section is effective. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012; amended 2025, No. 10, § 23, eff. July 1, 2025.)
§ 203. Delivery to and filing of records by Secretary of State; effective time and date
(a) A record authorized or required by this title to be delivered to the Secretary of
State for filing shall be captioned to describe the record’s purpose, be in a medium
and format permitted by the Secretary of State, and be delivered to the Secretary
of State. If the filing fees have been paid and unless the Secretary of State determines
that the record does not comply with the filing requirements, the Secretary of State
shall file the record and send a copy of the filed record to the person on whose behalf
the record was filed.
(b) The Secretary of State, upon request and payment of the required fee, shall furnish
a certified copy of any record filed by the Secretary of State under this title to
the person making the request.
(c) Except as otherwise provided in sections 118 and 204 of this title, a record delivered to the Secretary of State for filing under this title may specify
an effective time and a delayed effective date that may include an effective time
on that date. Except as otherwise provided in sections 118 and 204 of this title, a record filed by the Secretary of State under this title is effective:
(1) if the record does not specify an effective time and does not specify a delayed effective
date, on the date and at the time the record is filed as evidenced by the Secretary
of State’s endorsement of the date and time on the record;
(2) if the record specifies an effective time but not a delayed effective date, on the
date the record is filed at the time specified in the record;
(3) if the record specifies a delayed effective date but not an effective time, at 12:01
a.m. on the earlier of:
(A) the specified date; or
(B) the 90th day after the record is filed; or
(4) if the record specifies an effective time and a delayed effective date, at the specified
time on the earlier of:
(A) the specified date; or
(B) the 90th day after the record is filed. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
§ 204. Correcting filed record
(a) A mutual benefit enterprise or foreign enterprise may deliver to the Secretary of
State for filing a statement of correction to correct a record previously delivered
by the enterprise or foreign enterprise to the Secretary of State and filed by the
Secretary of State if, at the time of filing, the record contained inaccurate information
or was defectively signed.
(b) A statement of correction may not state a delayed effective date and shall:
(1) describe the record to be corrected, including its filing date, or have attached a
copy of the record as filed;
(2) specify the inaccurate information and the reason it is inaccurate or the manner in
which the signing was defective; and
(3) correct the inaccurate information or defective signature.
(c) When filed by the Secretary of State, a statement of correction is effective:
(1) when filed as to persons relying on the inaccurate information or defective signature
before its correction and adversely affected by the correction; and
(2) as to all other persons, retroactively as of the effective date and time of the record
the statement corrects. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
§ 205. Liability for inaccurate information in filed record
If a record delivered to the Secretary of State for filing under this title and filed
by the Secretary of State contains inaccurate information, a person that suffers a
loss by reliance on the information may recover damages for the loss from a person
that signed the record or caused another to sign it on the person’s behalf and knew
at the time the record was signed that the information was inaccurate. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
§ 206. Certificate of good standing
A person may request the Secretary of State to issue a certificate of good standing
for a domestic or foreign enterprise pursuant to 11 V.S.A. § 1657. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012; amended 2025, No. 10, § 23, eff. July 1, 2025.)
§ 207. Annual report for Secretary of State
(a) A mutual benefit enterprise or foreign enterprise authorized to transact business
in this State shall deliver to the Secretary of State for filing an annual report
that states:
(1) the name of the enterprise or foreign enterprise;
(2) the address of the enterprise’s or foreign enterprise’s designated office and the
name of its agent for service of process at the designated office;
(3) the address of the enterprise’s or foreign enterprise’s principal office;
(4) the name and business address of any director or officer; and
(5) in the case of a foreign enterprise, the state or other jurisdiction under whose law
the foreign enterprise is formed and any alternative name adopted under section 1405 of this title.
(b) Information in an annual report shall be current as of the date the report is delivered
to the Secretary of State.
(c) A mutual benefit enterprise or foreign enterprise authorized to transact business
in this State shall deliver its annual report to the Secretary for filing between
January 1 and April 1 of each year, beginning in the year following the calendar year
in which the mutual benefit enterprise is formed or the foreign enterprise is authorized
to transact business in this State.
(d) If an annual report does not contain the information required by subsection (a) of
this section, the Secretary of State shall promptly notify the reporting mutual benefit
enterprise or foreign enterprise and return the report for correction. If the report
is corrected to contain the information required by subsection (a) of this section
and delivered to the Secretary of State not later than 30 days after the date of the
notice from the Secretary of State, it is timely delivered.
(e) The Secretary of State shall amend its records to reflect a change, if specified in
the report, to the business’s purpose, email, address, or principal information.
(f) If a mutual benefit enterprise fails to deliver an annual report under this section,
the Secretary of State may proceed under section 1211 of this title to dissolve the enterprise administratively.
(g) If a foreign enterprise fails to deliver an annual report under this section, the
Secretary of State may revoke the certificate of authority of the enterprise. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012; amended 2025, No. 10, § 23, eff. July 1, 2025.)
§ 208. Filing fees
The filing fees for records filed under this article by the Secretary of State are
the same as those set forth for a limited liability company under 11 V.S.A. § 3013. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)