Involuntary Termination

V.S.A. tit. 11B, ch. 14, subch. 2

in effect

11B V.S.A. § 14.20 Involuntary termination

14.20. Involuntary termination The Secretary of State may commence a proceeding under section 14.21 of this title to administratively dissolve a corporation if: (1) the corporation does not pay within 60 days after they are due fees imposed by this title; (2) the corporation does not deliver its biennial report to the Secretary of State within 60 days after it is due; (3) the corporation is without a registered agent for service of process or registered office in this State for 60 days or more; or (4) the corporation does not notify the Secretary of State within 120 days that its registered agent for service of process or registered office has been changed, that its registered agent for service of process has resigned, or that its registered office has been discontinued. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2025, No. 10, § 19, eff. July 1, 2025.

11B V.S.A. § 14.21 Procedure for and effect of involuntary termination

14.21. Procedure for and effect of involuntary termination (a) Upon determining that one or more grounds exist under section 14.20 of this title for dissolving a corporation, the Secretary of State shall serve the corporation with written notice of that determination under section 5.04 of this title. (b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within at least 60 days after service of the notice is perfected under section 5.04 of this title, the Secretary of State may administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the corporation under section 5.04 of this title, and in the case of a public benefit corporation shall notify the Attorney General in writing. (c) A corporation involuntarily dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under section 14.05 of this title and notify its claimants under sections 14.06 and 14.07 of this title. (d) The involuntary dissolution of a corporation does not terminate the authority of its registered agent for service of process. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2025, No. 10, § 19, eff. July 1, 2025.

11B V.S.A. § 14.22 Reinstatement following involuntary dissolution

14.22. Reinstatement following involuntary dissolution (a) A corporation involuntarily dissolved that has not distributed its assets under section 14.21 of this title may apply to the Secretary of State for reinstatement upon payment of $25.00 for each year the corporation is delinquent. The application must: (1) recite the name of the corporation and the effective date of its involuntary dissolution; (2) state that the ground or grounds for dissolution either did not exist or have been eliminated; and (3) state that the corporation’s name satisfies the requirements of section 4.01 of this title. (b) If the Secretary of State determines that the application contains the information required by subsection (a) of this section and that the information is correct, the Secretary of State shall cancel the certificate of dissolution and prepare a certificate of reinstatement reciting that determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under section 5.04 of this title. (c) When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation shall resume carrying on its activities as if the administrative dissolution had never occurred. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2025, No. 10, § 19, eff. July 1, 2025.

11B V.S.A. § 14.23 Appeal from denial of reinstatement

14.23. Appeal from denial of reinstatement (a) The Secretary of State, upon denying a corporation’s application for reinstatement following involuntary dissolution, shall serve the corporation under section 5.04 of this title with a written notice that explains the reason or reasons for denial. (b) The corporation may appeal the denial of reinstatement to the Superior Court of Washington County within 90 days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State’s certificate of dissolution, the corporation’s application for reinstatement, and the Secretary of State’s notice of denial. (c) The court may summarily order the Secretary of State to reinstate the dissolved corporation or may take other action the court considers appropriate. (d) The court’s final decision may be appealed as in other civil proceedings. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.

Source: Vermont General Assembly (legislature.vermont.gov)URL: https://legislature.vermont.gov/statutes/chapter/11B/014Fetched: 10/21/2026