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 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.)
