The Vermont Statutes Online

Title 11 : Corporations, Partnerships and Associations

Chapter 022 : Partnerships

Subchapter 011 : Foreign Limited Liability Partnership

• § 3304. Activities not constituting transacting business

  (a) Activities of a foreign limited liability partnership which do not constitute transacting business for the purpose of this subchapter include:

  (1) maintaining, defending, or settling an action or proceeding;

  (2) holding meetings of its partners or carrying on any other activity concerning its internal affairs;

  (3) maintaining bank accounts;

  (4) maintaining offices or agencies for the transfer, exchange, and registration of the partnership’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 through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;

  (7) creating or acquiring indebtedness, with or without a mortgage, or other security interest in personal property;

  (8) collecting debts or foreclosing 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 subchapter, 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 limited liability partnership to service of process, taxation, or regulation under any other law of this State. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)