Assumed Business Names, Partnerships, and Unincorporated Nonprofit Associations

V.S.A. tit. 11, ch. 15, subch. 1

in effect

11 V.S.A. § 1621 Registration of assumed business names, partnership, and unincorporated nonprofit association

1621. Registration of assumed business names, partnership, and unincorporated nonprofit association (a) An individual doing business under an assumed business name, or a partnership or unincorporated nonprofit association of individuals doing business in this State, resident or nonresident, shall submit to the Secretary of State for filing a registration that provides: (1) the name of the business; (2) the address of its principal office; (3) its business purpose; (4) the name and business address of the individual doing business under the assumed name, as a partner of the partnership, or as a member of the association, and of any other principal the registrant provides; and (5) for each individual, partner, or member who is not a resident of this State, or for whom the registrant does not provide an address in this State for service of process, the name, email, and address information of an agent for service of process pursuant to section 1655 of this title. (b) A registration shall be subscribed and sworn to by a person with authority to act on behalf of the registrant and filed with the Secretary of State not later than 10 days after commencement of business. (c) The Secretary of State shall decline to register any business name unless the name is distinguishable in the records of the Secretary of State from any other business name of any name registered or reserved under this chapter, or the name of any other entity, whether domestic or foreign, that is reserved, registered, or granted by or with the Secretary of State, or any name that would lead a reasonable person to conclude that the business is a type of entity that it is not. (d) The Secretary of State shall establish rules for the administration of this section. (e) Prior to registering its business name under this section, a person intending to operate a postsecondary school, as defined in 16 V.S.A. §§ 176 and 176a, shall apply to the State Board of Education for a certificate of approval pursuant to those sections. Amended 1961, No. 217, § 1, eff. July 13, 1961; 1981, No. 125 (Adj. Sess.), § 1; 1993, No. 221 (Adj. Sess.), § 24; 1995, No. 166 (Adj. Sess.), § 14; 1995, No. 179 (Adj. Sess.), § 1c, eff. Jan. 1, 1997; 1995, No. 179 (Adj. Sess.), §§ 6, 7; 2001, No. 19, § 3; 2011, No. 84 (Adj. Sess.), § 3, eff. April 20, 2012; 2015, No. 17, § 3; 2025, No. 10, § 4, eff. July 1, 2025.

11 V.S.A. § 1622 Registration by legal representative of decedent

1622. Registration by legal representative of decedent If a person who was required by the provisions of section 1621 of this title to register with the Secretary of State failed so to do and dies, the legal representative of such deceased person may register under such section in the name of the estate of such decedent. Such registration shall be sufficient for all purposes under the provisions of this chapter. Amended 1961, No. 217, § 1, eff. July 13, 1961.

11 V.S.A. § 1625 Fees

1625. Fees (a) A person required by the provisions of this subchapter to file a return shall, at the time of filing as provided, pay a registration fee of $70.00 to the Secretary of State. (b) A person required by the provisions of this subchapter to file an amendment, a certificate of cessation of business, or an application to reserve a business name shall, at the time of filing, pay a fee of $35.00 to the Secretary of State. (c) Statement of change of designated agent or designated office, or both, for a person registered under this subchapter: $25.00, not to exceed $1,000.00 per filer per calendar year. (d) The Secretary shall collect $25.00 each time process is served on the Secretary on behalf of a person registered under this subchapter. The party to a proceeding causing service of process is entitled to recover this fee as costs if he or she prevails in the proceeding. Amended 1959, No. 177, eff. May 14, 1959; 1961, No. 217, § 1, eff. July 13, 1961; 1967, No. 278 (Adj. Sess.), § 9; 1977, No. 237 (Adj. Sess.), § 3; 1981, No. 125 (Adj. Sess.), § 3; 1995, No. 179 (Adj. Sess.), § 9; 2003, No. 70 (Adj. Sess.), § 10, eff. March 1, 2004; 2007, No. 153 (Adj. Sess.), § 33; 2013, No. 1, § 81, eff. March 7, 2013; 2013, No. 72, § 4; 2023, No. 77, § 34, eff. June 20, 2023; 2025, No. 10, § 4, eff. July 1, 2025.

11 V.S.A. § 1626 Failure to register; enforcing compliance

1626. Failure to register; enforcing compliance (a) A person transacting business in this State who is not registered with the Secretary of State as required under this subchapter and any successor to the person or assignee of a cause of action arising out of the business of the person, may not maintain an action or proceeding or raise a counterclaim, crossclaim, or affirmative defense in this State until the person, successor, or assignee registers with the Secretary. (b) The failure of a person to register as required under this subchapter does not impair the validity of a contract or act of the person or preclude it from defending an action or proceeding in this State. (c) An individual does not waive a limitation on his or her personal liability afforded by other law solely by transacting business in this State without registering with the Secretary of State as required under this subchapter. (d) If a person transacts business in this State without registering with the Secretary of State as required under this subchapter, the Secretary 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 person that transacts business in this State without registering with the Secretary of State as required under this subchapter 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 registration; (2) an amount equal to the fees due under this subchapter during the period it transacted business in this State without a registration; and (3) other penalties imposed by law. (f) The Attorney General may maintain an action in the Civil Division of the Superior Court to collect the penalties imposed in subsection (e) of this section and to restrain a person from transacting business in this State in violation of this subchapter. Amended 1961, No. 217, § 1, eff. July 13, 1961; 1981, No. 125 (Adj. Sess.), § 4; 1995, No. 179 (Adj. Sess.), § 10; 2015, No. 128 (Adj. Sess.), § C.3; 2025, No. 10, § 4, eff. July 1, 2025.

11 V.S.A. § 1628 Certificate of cessation of business; amendment

1628. Certificate of cessation of business; amendment (a) A registrant that ceases to do business in this State shall submit to the Secretary of State for filing a certificate of cessation of business not later than 10 days after the date of cessation. (b) A registrant that adds or removes an individual, partner, or member named in its registration shall submit to the Secretary of State for filing an amendment to reflect the change not later than 30 days after the date of the change. (c) A registrant may amend its agent information by filing a statement of change pursuant to section 1655 of this title and may amend any other information in its registration by submitting an amendment to the Secretary of State for filing. Amended 1961, No. 217, § 1, eff. July 13, 1961; 1981, No. 125 (Adj. Sess.), § 5; 1993, No. 221 (Adj. Sess.), § 25; 1995, No. 166 (Adj. Sess.), § 15; 1995, No. 179 (Adj. Sess.), § 12; 2025, No. 10, § 4, eff. July 1, 2025.

11 V.S.A. § 1635 Reregistration

1635. Reregistration (a) A registrant shall reregister every five years by filing a reregistration with the Secretary of State with a fee of $65.00 not sooner than 60 days prior to the expiration of the original registration or of the last reregistration. The Secretary of State shall prepare and supply the necessary forms. (b) When reregistration is not accomplished as provided in subsection (a) of this section, a business name may be registered by the first applicant making application to the Secretary of State for an original registration as provided by this subchapter. Added 1971, No. 48, § 2; amended 1977, No. 237 (Adj. Sess.), § 4; 1993, No. 221 (Adj. Sess.), § 28; 2003, No. 70 (Adj. Sess.), § 11, eff. March 1, 2004; 2023, No. 77, § 35, eff. June 20, 2023; 2025, No. 10, § 4, eff. July 1, 2025.

Source: Vermont General Assembly (legislature.vermont.gov)URL: https://legislature.vermont.gov/statutes/chapter/11/015Fetched: 10/21/2026