The Vermont Statutes Online

Title 11 : Corporations, Partnerships and Associations

Chapter 022 : Partnerships

Subchapter 011 : FOREIGN LIMITED LIABILITY PARTNERSHIP

• § 3303. Effect of failure to qualify

  (a)(1) A foreign limited liability partnership 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 in effect a statement of foreign qualification.

  (2) The successor to a foreign limited liability partnership 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 limited liability partnership or its successor or assignee obtains a certificate of authority.

  (b) The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification does not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in this State.

  (c) A limitation on personal liability of a partner is not waived solely by transacting business in this State without a statement of foreign qualification.

  (d) If a foreign limited liability partnership transacts business in this State without a statement of foreign qualification, the Secretary of State is its agent for service of process with respect to a right of action arising out of the transaction of business in this State.

  (e) A foreign limited liability partnership that transacts business in this State without a statement of foreign qualification shall be 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 statement of foreign qualification;

  (2) an amount equal to the fees due under this chapter during the period it transacted business in this State without a statement of foreign qualification; and

  (3) other penalties imposed by law. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999; amended 2015, No. 128 (Adj. Sess.), § C.4.)