Foreign Limited Liability Partnership

V.S.A. tit. 11, ch. 22, subch. 11

in effect

11 V.S.A. § 3301 Law governing foreign limited liability partnership

3301. Law governing foreign limited liability partnership (a) The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership. (b) A foreign limited liability partnership may not be denied a statement of foreign qualification by reason of any difference between the law under which the partnership was formed and the law of this State. (c) A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in any business or exercise any power that a partnership may not engage in or exercise in this State as a limited liability partnership. Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.

11 V.S.A. § 3302 Statement of foreign qualification

3302. Statement of foreign qualification (a) Before transacting business in this State, a foreign limited liability partnership must file a statement of foreign qualification. The statement must contain: (1) The name of the foreign limited liability partnership which satisfies the requirements of section 3292 of this title and the state or other jurisdiction under whose law it is formed and ends with “Registered Limited Liability Partnership,” “Limited Liability Partnership,” “R.L.L.P.,” “L.L.P.,” “RLLP,” or “LLP.” In the event that the name of the foreign limited liability partnership does not satisfy the requirements of section 3292 of this title, the foreign limited liability partnership shall use an available trade name to transact business in this State if it delivers to the Secretary of State for filing a copy of the statement executed by at least two partners adopting the trade name. (2) The street address of the partnership’s principal office and, if different, the street address of an office of the partnership in this State, if any. (3) If there is no office of the partnership in this State, the name, email, and address information of the partnership’s agent for service of process pursuant to section 1655 of this title. (4) A deferred effective date, if any. (b) [Repealed.] (c) The status of a partnership as a foreign limited liability partnership is effective on the later of the filing of the statement of foreign qualification or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to subsection 3205(d) or revoked pursuant to section 3293 of this title. (d) An amendment or cancellation of a statement of foreign qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation. Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999; amended 2025, No. 10, § 5, eff. July 1, 2025.

11 V.S.A. § 3303 Effect of failure to qualify

3303. Effect of failure to qualify (a)(1) A foreign limited liability partnership transacting business in this State may not maintain an action or proceeding or raise a counterclaim, crossclaim, or affirmative defense in this State unless it has in effect a statement of foreign qualification. (2) The successor to a foreign limited liability partnership that transacted business in this State without a statement of foreign qualification in effect 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 partnership or its successor or assignee files a statement of foreign qualification. (b) The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification does not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in this State. (c) A limitation on personal liability of a partner is not waived solely by transacting business in this State without a statement of foreign qualification. (d) If a foreign limited liability partnership transacts business in this State without a statement of foreign qualification, the Secretary of State is its agent for service of process with respect to a right of action arising out of the transaction of business in this State. (e) A foreign limited liability partnership that transacts business in this State without a statement of foreign qualification 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 statement of foreign qualification; (2) an amount equal to the fees due under this chapter during the period it transacted business in this State without a statement of foreign qualification; and (3) other penalties imposed by law. Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999; amended 2015, No. 128 (Adj. Sess.), § C.4; 2025, No. 10, § 5, eff. July 1, 2025.

11 V.S.A. § 3304 Activities not constituting transacting business

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.

11 V.S.A. § 3305 Action by Attorney General

3305. Action by Attorney General The Attorney General may maintain an action in the Civil Division of the Superior Court to collect the penalties imposed in section 3303 of this title and to restrain a foreign limited liability partnership from transacting business in this State in violation of this subchapter. Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999; amended 2015, No. 128 (Adj. Sess.), § C.5.

Source: Vermont General Assembly (legislature.vermont.gov)URL: https://legislature.vermont.gov/statutes/chapter/11/022Fetched: 10/21/2026