The Vermont Statutes Online
The Vermont Statutes Online does not include the actions of the 2024 session of the General Assembly. We expect them to be updated by November 1st.
NOTE: The Vermont Statutes Online is an unofficial copy of the Vermont Statutes Annotated that is provided as a convenience.
Title 11 : Corporations, Partnerships and Associations
Chapter 025 : Limited Liability Companies
Subchapter 008 : Foreign Limited Liability Companies
(Cite as: 11 V.S.A. § 4119)-
§ 4119. Effect of failure to obtain certificate of authority
(a)(1) A foreign limited liability company transacting business in this State may not maintain a proceeding or raise a counterclaim, crossclaim, or affirmative defense in any court in this State until it obtains a certificate of authority to transact business in this State.
(2) The successor to a foreign limited liability company 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 company or its successor or assignee obtains a certificate of authority.
(b) The failure of a foreign limited liability company to have a certificate of authority to transact business in this State does not impair the validity of a contract or act of the company or prevent the foreign limited liability company from defending an action or proceeding in this State.
(c) A member or manager of a foreign limited liability company is not liable for the debts, obligations, or other liabilities of the company solely because the company transacted business in this State without a certificate of authority.
(d) If a foreign limited liability company transacts business in this State without a certificate of authority, it appoints the Secretary of State as its agent for service of process for claims arising out of the transaction of business in this State.
(e) A foreign limited liability company that transacts business in this State without a certificate of authority 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 certificate of authority;
(2) an amount equal to the fees due under this chapter during the period it transacted business in this State without a certificate of authority; and
(3) other penalties imposed by law. (Added 2015, No. 17, § 2; amended 2015, No. 128 (Adj. Sess.), § C.8.)
