§ 1401. Governing law
(a) The law of the State or other jurisdiction under which a foreign enterprise is organized
governs relations among the members of the foreign enterprise and between the members
and the foreign enterprise.
(b) A foreign enterprise may not be denied a certificate of authority because of any difference
between the law of the jurisdiction under which the foreign enterprise is organized
and the law of this State.
(c) A certificate of authority does not authorize a foreign enterprise to engage in any
activity or exercise any power that a mutual benefit enterprise may not engage in
or exercise in this State. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
§ 1402. Application for certificate of authority
(a) A foreign enterprise may apply for a certificate of authority by delivering an application
to the Secretary of State for filing. The application shall state:
(1) the name of the foreign enterprise and, if the name does not comply with section 111 of this title, an alternative name adopted pursuant to section 1405 of this title;
(2) the name of the state or other jurisdiction under whose law the foreign enterprise
is organized;
(3) the street address and, if different, mailing address of the principal office and,
if the law of the jurisdiction under which the foreign enterprise is organized requires
the foreign enterprise to maintain another office in that jurisdiction, the street
address and, if different, mailing address of the required office;
(4) the street address and, if different, mailing address of the foreign enterprise’s
designated office in this State, and the name of the foreign enterprise’s agent for
service of process at the designated office; and
(5) the name, street address and, if different, mailing address of each of the foreign
enterprise’s current directors and officers, and of any other principal the enterprise
provides.
(b) A foreign enterprise shall deliver with a completed application under subsection (a)
of this section a certificate of good standing or existence or a similar record signed
by the Secretary of State or other official having custody of the foreign enterprise’s
publicly filed records in the state or other jurisdiction under whose law the foreign
enterprise is organized.
(c) A foreign enterprise may not transact business in this State without a certificate
of authority. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012; amended 2015, No. 128 (Adj. Sess.), § C.12; 2025, No. 10, § 24, eff. July 1, 2025.)
§ 1403. Activities not constituting transacting business
(a) Activities of a foreign enterprise that do not constitute transacting business in
this State under this article include:
(1) maintaining, defending, and settling an action or proceeding;
(2) holding meetings of the foreign enterprise’s members or directors or carrying on any
other activity concerning the foreign enterprise’s internal affairs;
(3) maintaining accounts in financial institutions;
(4) maintaining offices or agencies for the transfer, exchange, and registration of the
foreign enterprise’s own securities or maintaining trustees or depositories with respect
to those securities;
(5) selling through independent contractors;
(6) soliciting or obtaining orders, whether by mail or electronic means, through employees,
agents, or otherwise, if the orders require acceptance outside this State before they
become contracts;
(7) creating or acquiring indebtedness, mortgages, or security interests in real or personal
property;
(8) securing or collecting debts or enforcing mortgages or other security interests in
property securing the debts, and holding, protecting, and maintaining property so
acquired;
(9) conducting an isolated transaction that is completed within 30 days and is not one
in the course of similar transactions; and
(10) transacting business in interstate commerce.
(b) For purposes of this article, the ownership in this State of income-producing real
property or tangible personal property, other than property excluded under subsection
(a) of this section, constitutes transacting business in this State.
(c) This section does not apply in determining the contacts or activities that may subject
a foreign enterprise to service of process, taxation, or regulation under the laws
of this State other than this title. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
§ 1404. Issuance of certificate of authority
Unless the Secretary of State determines that an application for a certificate of
authority does not comply with the filing requirements of this title, the Secretary
of State, upon payment by the foreign enterprise of all filing fees, shall file the
application, issue a certificate of authority, and send a copy of the filed certificate,
together with a receipt for the fees, to the foreign enterprise or its representative. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
§ 1405. Noncomplying name of foreign enterprise
(a) A foreign enterprise whose name does not comply with section 111 of this title may not obtain a certificate of authority until it adopts, for the purpose of transacting
business in this State, an alternative name that complies with section 111. A foreign
enterprise that adopts an alternative name under this subsection and then obtains
a certificate of authority with that name need not also comply with 11 V.S.A. chapter 15. After obtaining a certificate of authority with an alternative name, a foreign enterprise’s
business in this State shall be transacted under that name unless the foreign enterprise
is authorized under 11 V.S.A. chapter 15 to transact business in this State under another name.
(b) If a foreign enterprise authorized to transact business in this State changes its
name to one that does not comply with section 111 of this title, it may not thereafter transact business in this State until it complies with subsection
(a) of this section and obtains an amended certificate of authority. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
§ 1406. Revocation of certificate of authority
(a) A certificate of authority may be revoked by the Secretary of State in the manner
provided in subsection (b) of this section if the foreign enterprise does not:
(1) pay, not later than 60 days after the due date, any fee, tax, or penalty due to the
Secretary of State under this title;
(2) deliver, not later than 60 days after the due date, its annual report;
(3) appoint and maintain an agent for service of process; or
(4) deliver for filing a statement of change not later than 30 days after a change has
occurred in the name of the agent or the address of the foreign enterprise’s designated
office.
(b) To revoke a certificate of authority, the Secretary of State shall file a notice of
revocation and send a copy to the foreign enterprise’s registered agent for service
of process in this State or, if the foreign enterprise does not appoint and maintain
an agent for service of process in this State, to the foreign enterprise’s principal
office. The notice shall state:
(1) the revocation’s effective date, which shall be at least 60 days after the date the
Secretary of State sends the copy; and
(2) the foreign enterprise’s noncompliance that is the reason for the revocation.
(c) The authority of a foreign enterprise to transact business in this State ceases on
the effective date of the notice of revocation unless before that date the foreign
enterprise cures each failure to comply stated in the notice. If the foreign enterprise
cures the failures, the Secretary of State shall so indicate on the filed notice. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)
§ 1407. Cancellation of certificate of authority; effect of failure to have certificate
(a) To cancel its certificate of authority, a foreign enterprise shall deliver to the
Secretary of State for filing a notice of cancellation. The certificate is canceled
when the notice becomes effective under section 203 of this title.
(b)(1) A foreign enterprise transacting business in this State may not maintain an action
or proceeding or raise a counterclaim, crossclaim, or affirmative defense in this
State unless it has a certificate of authority.
(2) The successor to a foreign enterprise 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
enterprise or its successor or assignee obtains a certificate of authority.
(c) The failure of a foreign enterprise to have a certificate of authority does not impair
the validity of a contract or act of the foreign enterprise or prevent the foreign
enterprise from defending an action or proceeding in this State.
(d) A member of a foreign enterprise is not liable for the obligations of the foreign
enterprise solely by reason of the foreign enterprise’s having transacted business
in this State without a certificate of authority.
(e) If a foreign enterprise transacts business in this State without a certificate of
authority or cancels its certificate, it appoints the Secretary of State as its agent
for service of process for an action arising out of the transaction of business in
this State.
(f) A foreign enterprise 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. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012; amended 2015, No. 128 (Adj. Sess.), § C.13.)
§ 1408. Action by Attorney General
The Attorney General may maintain an action in the Civil Division of the Superior
Court to collect the penalties imposed in section 1407 of this title and to restrain a foreign enterprise from transacting business in this State in violation
of this chapter. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012; amended 2015, No. 128 (Adj. Sess.), § C.14.)