Foreign Limited Partnerships

V.S.A. tit. 11, ch. 23, subch. 9

in effect

11 V.S.A. § 3481 Law governing

3481. Law governing Subject to the constitution of this State, the laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners, and a foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this State. Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.

11 V.S.A. § 3482 Registration

3482. Registration Before transacting business in this State, a foreign limited partnership shall register with the Secretary of State. In order to register, a foreign limited partnership shall submit to the Secretary of State an application for registration as a foreign limited partnership, signed and sworn to by a general partner and setting forth: (1) the name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this State; (2) the state and date of its formation; (3) the name, email, and address information of any agent for service of process on the foreign limited partnership pursuant to section 1655 of this title; (4) a statement that the Secretary of State is appointed the agent of the foreign limited partnership for service of process if no agent has been appointed under subdivision (3) of this section or, if appointed, the agent’s authority has been revoked or if the agent cannot be found or served with the exercise of reasonable diligence; (5) the address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited partnership; (6) the name and business address of each general partner, and of any other principal the foreign limited partnership provides; and (7) the address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership’s registration in this State is canceled or withdrawn. Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999; amended 2025, No. 10, § 6, eff. July 1, 2025.

11 V.S.A. § 3483 Issuance of registration

3483. Issuance of registration (a) If the Secretary of State finds that an application for registration conforms to law and all requisite fees have been paid, he or she shall: (1) endorse on the application the word “Filed,” and the month, day, and year of the filing thereof; (2) file in his or her office a duplicate original of the application; and (3) issue a certificate of registration to transact business in this State. (b) The certificate of registration, together with a duplicate original of the application, shall be returned to the person who filed the application or his or her representative. Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.

11 V.S.A. § 3484 Name

3484. Name A foreign limited partnership may register with the Secretary of State under any name, whether or not it is the name under which it is registered in its state of organization, and it: (1) shall contain the words “Limited Partnership,” or the letters “L.P.”; (2) may not contain the name of a limited partner unless it is also the name of a general partner or the corporate name of a corporate general partner, or the business of the limited partnership had been carried on under the name before the admission of that limited partner; (3) shall be distinguishable in the records of the Secretary of State from the name of any corporation, limited liability company, limited liability partnership, or limited partnership organized under the laws of the State or licensed or registered as a foreign corporation, limited liability company, limited liability partnership, or limited partnership in this State; and (4) may not contain the following words: “corporation,” “incorporated,” “limited by itself,” “limited liability company,” “limited company,” or the abbreviations “corp.,” “inc.,” or “ltd.” Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999; amended 2015, No. 17, § 7.

11 V.S.A. § 3485 Changes and amendments

3485. Changes and amendments If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the Office of the Secretary of State a certificate, signed and sworn to by a general partner, correcting such statement. Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.

11 V.S.A. § 3486 Cancellation of registration

3486. Cancellation of registration A foreign limited partnership may cancel its registration by filing with the Secretary of State a certificate of cancellation signed and sworn to by a general partner. A cancellation does not terminate the authority of the Secretary of State to accept service of process on the foreign limited partnership with respect to claims for relief or causes of action arising out of the transaction of business in this State. Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.

11 V.S.A. § 3487 Transaction of business without registration

3487. Transaction of business without registration (a)(1) A foreign limited partnership transacting business in this State may not maintain an action or proceeding or raise a counterclaim, crossclaim, or affirmative defense in this State until it has registered in this State. (2) The successor to a foreign limited partnership that transacted business in this State without a registration 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 partnership or its successor or assignee has registered. (b) The failure of a foreign limited partnership to register in this State does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this State. (c) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this State without registration. (d) A foreign limited partnership, by transacting business in this State without registration, appoints the Secretary of State as its agent for service of process with respect to claims for relief and causes of action arising out of the transaction of business in this State. (e) A foreign limited partnership that transacts business in this State without a registration 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 chapter during the period it transacted business in this State without a registration; and (3) other penalties imposed by law. Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999; amended 2015, No. 128 (Adj. Sess.), § C.6; 2025, No. 10, § 6, eff. July 1, 2025.

11 V.S.A. § 3488 Action by Attorney General

3488. Action by Attorney General The Attorney General may bring an action in the Civil Division of the Superior Court to collect the penalties imposed under section 3487 of this title and to restrain a foreign limited partnership from transacting business in this State in violation of this subchapter. Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999; amended 2015, No. 128 (Adj. Sess.), § C.7.

Source: Vermont General Assembly (legislature.vermont.gov)URL: https://legislature.vermont.gov/statutes/chapter/11/023Fetched: 10/21/2026