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Searching 2023-2024 Session

The Vermont Statutes Online

The Vermont Statutes Online have been updated to include the actions of the 2023 session of the General Assembly.

NOTE: The Vermont Statutes Online is an unofficial copy of the Vermont Statutes Annotated that is provided as a convenience.

Title 11B : Nonprofit Corporations

Chapter 015 : Foreign Corporations

Subchapter 001 : Certificate of Authority

(Cite as: 11B V.S.A. § 15.01)
  • § 15.01. Authority to transact business required

    (a) A foreign corporation may not transact business in this State until it obtains a certificate of authority from the Secretary of State.

    (b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a) of this section:

    (1) maintaining, defending, or settling any proceeding;

    (2) holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs;

    (3) maintaining bank accounts;

    (4) maintaining offices or agencies for the transfer, exchange, and registration of memberships or securities or maintaining trustees or depositaries 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, mortgages, and security interests in real or personal property;

    (8) securing or collecting debts or enforcing mortgages and security interests in property securing the debts;

    (9) owning, without more, real or personal property;

    (10) conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature;

    (11) transacting business in interstate commerce. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)