The Vermont Statutes Online

Title 11C: Mututal Benefit Enterprises

Chapter 002: Filing and Annual Reports

• § 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 registered 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.)

• § 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 or authorization

  (a) The Secretary of State, upon request and payment of the required fee, shall furnish any person that requests it a certificate of good standing for a mutual benefit enterprise if the records filed in the Office of the Secretary of State show that the Secretary of State has filed the enterprise’s articles of organization, that the enterprise is in good standing, and that the Secretary of State has not filed a statement of termination.

  (b) The Secretary of State, upon request and payment of the required fee, shall furnish to any person that requests it a certificate of authority for a foreign enterprise if the records filed in the Office of the Secretary of State show that the Secretary of State has filed the foreign enterprise’s certificate of authority, has not revoked nor has reason to revoke the certificate of authority, and has not filed a notice of cancellation.

  (c) Subject to any exceptions stated in the certificate, a certificate of good standing or authority issued by the Secretary of State establishes conclusively that the mutual benefit enterprise or foreign enterprise is in good standing or is authorized to transact business in this State. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)

• § 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 street address and, if different, mailing 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 street address and, if different, mailing 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) If a filed annual report contains an address of the designated office, the name or business address of a director or officer, or address of the principal office which differs from the information shown in the records of the Secretary of State immediately before the filing, the differing information in the annual report is considered a statement of change.

  (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.)

• § 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.)