Foreign Limited Liability Companies

V.S.A. tit. 11, ch. 25, subch. 8

in effect

11 V.S.A. § 4111 Law governing foreign limited liability companies

4111. Law governing foreign limited liability companies (a) The laws of the state or other jurisdiction under which a foreign limited liability company is organized govern its organization and internal affairs and the liability of a member as a member, and a manager as a manager, for the debts, obligations, or other liabilities of the foreign limited liability company or series thereof. (b) A foreign limited liability company may not be denied a certificate of authority by reason of any difference between the laws of another jurisdiction under which the foreign company is formed and the laws of this State. (c) A certificate of authority does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company may not engage in or exercise in this State. Added 2015, No. 17, § 2.

11 V.S.A. § 4112 Application for certificate of authority

4112. Application for certificate of authority (a) A foreign limited liability company may apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State for filing. The application shall set forth: (1) the name of the foreign company and, if its name is unavailable for use in this State, an alternate name that satisfies the requirements of section 4116 of this title; (2) the name of the state or country under whose law it is organized; (3) the address of its initial designated office; and (4) the name, email, and address information of its agent for service of process in this State pursuant to section 1655 of this title. (b) An application may set forth: (1) provisions permitted to be included in an operating agreement; (2) the name, email, and address information for one or more owners, officers, or other principals of the company; and (3) other matters not inconsistent with law. (c) A foreign limited liability company shall deliver with the completed application a certificate of existence or a document of similar import, authenticated by the Secretary of State or other official having custody of company records in the state or country under whose law it is organized, dated not earlier than 90 days prior to filing of the application. Added 2015, No. 17, § 2; amended 2025, No. 10, § 7, eff. July 1, 2025.

11 V.S.A. § 4113 Activities not constituting transacting business

4113. Activities not constituting transacting business (a) A foreign limited liability company may not transact business in this State until it obtains a certificate of authority from the Secretary of State. (b) Except as provided in subsection (c) of this section, “doing business” or “transacting business” shall mean and include each act, power, or privilege exercised or enjoyed in this State by a foreign limited liability company. (c) Among others, the following activities without more do not constitute transacting business for the purpose of determining whether a foreign limited liability company is required to obtain a certificate of authority under subsection (a) of this section: (1) maintaining, defending, or settling any proceeding; (2) holding meetings of its members or managers 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 foreign company’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 electronic means, 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, or security interests in real or personal property; (8) securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired; (9) owning real or personal property; (10) conducting an isolated transaction that is not one in the course of repeated transactions of a like nature; or (11) transacting business in interstate commerce. Added 2015, No. 17, § 2.

11 V.S.A. § 4114 Issuance of certificate of authority

4114. Issuance of certificate of authority If the Secretary of State determines that an application for a certificate of authority complies as to form with the filing requirements of this chapter, and if all filing fees have been paid, the Secretary of State shall file the application and issue a certificate of authority to the foreign limited liability company or its representative. Added 2015, No. 17, § 2.

11 V.S.A. § 4115 Amended certificate of authority

4115. Amended certificate of authority (a) A foreign limited liability company authorized to transact business in this State shall obtain an amended certificate of authority from the Secretary of State if it: (1) changes its name; and (2) changes the state or country under whose law it is organized. (b) The requirements of section 4114 of this title for obtaining an original certificate of authority apply to obtaining an amended certificate under this section. Added 2015, No. 17, § 2.

11 V.S.A. § 4116 Name of foreign limited liability company

4116. Name of foreign limited liability company (a)(1) A foreign limited liability company whose name does not comply with section 4005 of this title may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this State, an alternate name that complies with section 4005 of this title. (2) A foreign limited liability company that adopts an alternate name under this subsection and obtains a certificate of authority with the alternate name need not comply with chapter 15 of this title. (3) After obtaining a certificate of authority with an alternate name, a foreign limited liability company shall transact business in this State under the alternate name unless the company is authorized under chapter 15 of this title to transact business in this State under another name. (b) If a foreign limited liability company authorized to transact business in this State changes its name to one that does not satisfy the requirements of section 4005 of this title, it may not transact business in this State until it complies with subsection (a) of this section and obtains an amended certificate of authority. Added 2015, No. 17, § 2.

11 V.S.A. § 4117 Revocation of certificate of authority

4117. Revocation of certificate of authority (a) The Secretary of State may revoke a certificate of authority of a foreign limited liability company to transact business in this State in the manner provided in subsections (b) and (c) of this section if: (1) the company does not: (A) pay, within 60 days after the due date, any fee, tax, or penalty due to the Secretary of State under this chapter; (B) appoint and maintain an agent for service of process as required by section 4007 of this title; or (C) deliver for filing a statement of change under section 4008 of this title within 30 days after a change has occurred in the name or address of the agent; or (2) the Commissioner of Taxes notifies the Secretary of State that a foreign limited liability company has failed to make a return, to pay a tax, to file a bond, or to do any other act required under 32 V.S.A. chapter 211. (b)(1) To revoke a certificate of authority of a foreign limited liability company, the Secretary of State shall file a notice of revocation and send a copy to the company’s agent for service of process in this State, or if the company does not appoint and maintain a proper agent in this State, to the company’s designated office. (2) A notice of revocation shall state: (A) the effective date of the revocation, which shall be at least 60 days after the date the Secretary of State sends the copy; and (B) the grounds for revocation under subsection (a) of this section. (c) The authority of a foreign limited liability company to transact business in this State shall cease on the effective date of the notice of revocation unless, before that date, the company cures each ground for revocation stated in the notice filed under subsection (b) of this section. If the company cures each ground, the Secretary of State shall file a record so stating. Added 2015, No. 17, § 2.

11 V.S.A. § 4118 Cancellation of authority

4118. Cancellation of authority A foreign limited liability company may cancel its authority to transact business in this State by filing a certificate of cancellation with the Secretary of State. Cancellation does not terminate the authority of the Secretary of State to accept service of process on the company for claims arising out of the transactions of business in this State. Added 2015, No. 17, § 2.

11 V.S.A. § 4119 Effect of failure to obtain certificate of authority

4119. Effect of failure to obtain certificate of authority (a)(1) A foreign limited liability company transacting business in this State may not maintain a proceeding or raise a counterclaim, crossclaim, or affirmative defense in any court in this State until it obtains a certificate of authority to transact business in this State. (2) The successor to a foreign limited liability company that transacted business in this State without a certificate of authority 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 company or its successor or assignee obtains a certificate of authority. (b) The failure of a foreign limited liability company to have a certificate of authority to transact business in this State does not impair the validity of a contract or act of the company or prevent the foreign limited liability company from defending an action or proceeding in this State. (c) A member or manager of a foreign limited liability company is not liable for the debts, obligations, or other liabilities of the company solely because the company transacted business in this State without a certificate of authority. (d) If a foreign limited liability company transacts business in this State without a certificate of authority, it appoints the Secretary of State as its agent for service of process for claims arising out of the transaction of business in this State. (e) A foreign limited liability company that transacts business in this State without a certificate of authority 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 certificate of authority; (2) an amount equal to the fees due under this chapter during the period it transacted business in this State without a certificate of authority; and (3) other penalties imposed by law. Added 2015, No. 17, § 2; amended 2015, No. 128 (Adj. Sess.), § C.8.

11 V.S.A. § 4120 Action by Attorney General

4120. Action by Attorney General The Attorney General may maintain an action in the Civil Division of the Superior Court to collect the penalties imposed under section 4119 of this title and to restrain a foreign limited liability company from transacting business in this State in violation of this chapter. Added 2015, No. 17, § 2; amended 2015, No. 128 (Adj. Sess.), § C.9.

11 V.S.A. § 4121 Election

4121. Election A limited liability company formed under this chapter may elect to be a foreign law limited liability company by complying with all the following: (1) designating itself as a foreign law limited liability company in its articles of organization filed pursuant to section 4023 of this title; (2) including in its name either the term “foreign law limited liability company,” the term “Foreign Law Company,” or the abbreviation “F.L.L.L.C.” or “F.L.C.” in lieu of the words or abbreviations required under subsection 4005(a) of this title; and (3) complying with the requirements of this subchapter and paying the filing fees pursuant to section 4012 of this title. Added 2015, No. 17, § 2.

11 V.S.A. § 4122 Designation of controlling foreign law

4122. Designation of controlling foreign law (a) A foreign law limited liability company shall designate in its articles of organization all the following: (1) a specific law or body of law of a foreign jurisdiction, either within or outside the United States of America, that will control the internal governance affairs of the company; (2) the type of organization that will control how the foreign law limited liability company is treated under the foreign law and all matters that are required to be included in the constituent filing for that type of organization under that foreign law; (3) any variations or limitations on the applicability of the foreign law and any mechanisms for amending, rescinding, or limiting the designation in the future; (4) the courts, if any, that, in addition to the courts of the State of Vermont and the United States, will have jurisdiction over disputes relating to the internal governance affairs of the foreign law limited liability company; and (5) a designation of those classes of individuals or officers within the chosen legal structure who shall have authority to act on behalf of the foreign law limited liability company equivalent to the authority of managers under subsections 4054(b) and (c) of this title, and any limitations on or clarification of that authority. (b) Any bylaws, agreements, or other statements of principles governing the internal governance affairs of the foreign law limited liability company addressed in the applicable foreign law but not required to be in the constituent filing shall be set forth as part of, or in lieu of, the operating agreement required by section 4003 of this title. The prohibitions on a waiver under subsection 4003(b) shall not apply to foreign law limited liability companies. Added 2015, No. 17, § 2.

11 V.S.A. § 4123 Scope of designated foreign law

4123. Scope of designated foreign law (a) In any disputes over the internal governance affairs of a foreign law limited liability company, the designated foreign law or body of law shall be applied by any court having jurisdiction over the parties as the binding authority governing these matters, provided that no designated law shall be enforced that: (1) is contrary to provisions of Vermont or U.S. law or public policy; (2) cause fraud or manifest injustice under Vermont or U.S. law; (3) purports to limit the civil or criminal liability of an individual, partnership, or entity under Vermont or U.S. law; or (4) varies or limits the filing procedures for creating a limited liability company required by this title. (b) As used in this subchapter, “internal governance affairs” means the relations among the limited liability company, its members, and managers. Whether an issue is a matter of internal governance affairs of the company shall be determined under Vermont law. (c) If a court determines that the designated law does not address an internal governance matter or addresses it in a manner that is unenforceable pursuant to subsection (a) of this section, or a limitation or variation relating to the issue is specified in the articles of organization, Vermont law shall apply to the matter at issue. (d) All the external affairs of the foreign law limited liability company shall be governed by the general provisions of this chapter, the articles of organization other than choice of foreign law, the operating agreement, and applicable Vermont and federal laws. Added 2015, No. 17, § 2.

11 V.S.A. § 4124 Jurisdiction

4124. Jurisdiction (a) Vermont and other courts designated pursuant to section 4122 of this title shall have jurisdiction over all disputes relating to the internal governance affairs of a foreign law limited liability company. (b) In adjudicating any dispute relating to the internal governance affairs of a foreign law limited liability company, the court may rely on its own English translation of the designated law and on testimony of experts, opinions of counsel, advisory opinions, or declaratory or binding judgments, and other appropriate evidence. Added 2015, No. 17, § 2.

Source: Vermont General Assembly (legislature.vermont.gov)URL: https://legislature.vermont.gov/statutes/chapter/11/025Fetched: 10/21/2026