Certificate of Authority

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

in effect

11A V.S.A. § 15.01 Authority to transact business required

15.01. Authority to transact business required (a) A foreign corporation may not transact business in this State until it obtains a certificate of authority from the Secretary of State. (b) Except as otherwise provided, “doing business” or “transacting business” shall mean and include each act, power, or privilege exercised or enjoyed in this State by a foreign corporation. (c) Among others, the following activities without more do not constitute transacting business for the purpose of determining whether a corporation 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 the board of directors or shareholders or carrying on other activities concerning internal corporate affairs; (3) maintaining bank accounts; (4) maintaining offices or agencies for the transfer, exchange, and registration of the corporation’s own securities or maintaining trustees or depositaries 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, mortgages, and security interests in real or personal property; (8) without limiting the generality of the other provisions of this section, making, purchasing, and servicing loans if the corporation is a foreign savings bank or a foreign corporation doing a banking business and it participates with a banking corporation or a trust company of this State; (9) securing or collecting debts or enforcing mortgages and security interests in property securing the debts; (10) owning real or personal property; (11) conducting an isolated transaction that is not one in the course of repeated transactions of a like nature; (12) transacting business in interstate commerce. (d) In addition to the requirements of subsection (a) of this section and notwithstanding subsection (c) of this section, a foreign banking corporation or trust company that does not have a place of business in this State pursuant to section 8 V.S.A. § 654 or 1352 shall obtain a certificate of authority from the Secretary of State to act as executor or trustee in this State under the last will and testament of any deceased resident of this State or of any deceased resident of another state owning property in this State. The Secretary of State shall not issue the certificate unless: (1) by the law of the state of its incorporation the foreign banking corporation or trust company may be appointed and may accept appointment to act as executor of or trustee under the last will and testament of any deceased person in the state of its appointment; and (2) banking corporations or trust companies of this State are permitted to act as executors or trustees in the state where such foreign banking corporation or trust company has its domicile. (e) This section shall have no applicability for the purpose of determining jurisdiction under 12 V.S.A. chapter 25 subchapter 6 or for the purpose of determining the tax liability of a corporation. Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 1995, No. 142 (Adj. Sess.), § 12, eff. May 30, 1996.

11A V.S.A. § 15.02 Consequences of transacting business without authority

15.02. Consequences of transacting business without authority (a) A foreign corporation transacting business in this State without a certificate of authority 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. (b) The successor to a foreign corporation 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 corporation or its successor or assignee obtains a certificate of authority. (c) A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate. (d) A foreign corporation that transacts business in this State without a certificate of authority is 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 title during the period it transacted business in this State without a certificate of authority; and (3) other penalties imposed by law. (e) The Attorney General may maintain an action in the Civil Division of the Superior Court to collect the penalties imposed in this section and to restrain a foreign corporation not in compliance with this chapter from doing business within this State. (f) Notwithstanding subsections (a) and (b) of this section, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts, to the extent they are otherwise in compliance with law, or prevent it from defending any proceeding in this State. Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2015, No. 128 (Adj. Sess.), § C.10.

11A V.S.A. § 15.03 Application for certificate of authority

15.03. Application for certificate of authority (a) A foreign corporation may apply for a certificate of authority to transact business in this State by delivering an application and the applicable filing fee to the Secretary of State for filing. The application must set forth: (1) the name of the foreign corporation or, if its name is unavailable for use in this State, a corporate name that satisfies the requirements of section 15.06 of this title; (2) the name of the state or country under whose law it is incorporated; (3) its date of incorporation and period of duration; (4) the street address of its principal office; (5) the address of its registered office in this State and the name of its registered agent for service of process at that office, pursuant to 11 V.S.A. § 1655; and (6) the names and usual business addresses of its current directors and officers, and of any other principals the corporation provides. (b) The foreign corporation shall deliver with the completed application a certificate of good standing (or a document of similar import) duly authenticated by the Secretary of State or other official having custody of corporate records in the state or country under whose law it is incorporated. Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2025, No. 10, § 13, eff. July 1, 2025.

11A V.S.A. § 15.04 Amended certificate of authority

15.04. Amended certificate of authority (a) A foreign corporation authorized to transact business in this State must obtain an amended certificate of authority from the Secretary of State if it changes: (1) its corporate name; (2) the period of its duration; or (3) the state or country of its incorporation. (b) The requirements of section 15.03 of this title for obtaining an original certificate of authority apply to obtaining an amended certificate under this section. Added 1993, No. 85, § 2, eff. Jan. 1, 1994.

11A V.S.A. § 15.05 Effect of certificate of authority

15.05. Effect of certificate of authority (a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this State; subject, however, to the right of the State to revoke the certificate as provided in this title, and to impose such restrictions as are required by law. (b) A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and except as otherwise provided by this title is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character. (c) Except as provided in subdivision 11.07(a)(3) of this title, this title does not authorize this State to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this State. Added 1993, No. 85, § 2, eff. Jan. 1, 1994.

11A V.S.A. § 15.06 Corporate name of foreign corporation

15.06. Corporate name of foreign corporation (a) If the corporate name of a foreign corporation does not satisfy the requirements of section 4.01 of this title, the foreign corporation to obtain or maintain a certificate of authority to transact business in this State: (1) may add the word “corporation,” “incorporated,” “company,” or “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.,” to its corporate name for use in this State; or (2) may adopt an alternate name to transact business in this State if its corporate name is unavailable and it delivers to the Secretary of State for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the alternate name. (b) Except as authorized by subsections (c) and (d) of this section, the corporate name, including an alternate name, of a foreign corporation shall be distinguishable in the records of the Secretary of State from any name granted, 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. (c) A foreign corporation may apply to the Secretary of State for authorization to use in this State the name of another corporation incorporated or authorized to transact business in this State that is not distinguishable in the records from one or more of the names described in subsection (b) of this section, by submitting to the Secretary of State a satisfactory written form indicating the other corporation’s consent and change of name. (d) A foreign corporation may use in this State the name, including the alternate name, of another domestic or foreign corporation that is used in this State if the other corporation is incorporated or authorized to transact business in this State and the foreign corporation: (1) has merged with the other corporation; (2) has been formed by reorganization of the other corporation; or (3) has acquired all or substantially all of the assets, including the corporate name, of the other corporation. (e) If a foreign corporation authorized to transact business in this State changes its corporate name to one that does not satisfy the requirements of section 4.01 of this title, it may not transact business in this State under the changed name until it adopts a name satisfying the requirements of section 4.01 and obtains an amended certificate of authority under section 15.04 of this title. Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 1995, No. 179 (Adj. Sess.), § 1b, eff. Jan. 1, 1997; 2015, No. 17, § 10; 2025, No. 10, § 13, eff. July 1, 2025.

11A V.S.A. § 15.07 Registered office and registered agent for service of process of foreign corporation

15.07. Registered office and registered agent for service of process of foreign corporation Each foreign corporation authorized to transact business in this State must continuously maintain in this State: (1) a registered office that may be the same as any of its places of business; and (2) a registered agent for service of process, pursuant to 11 V.S.A. § 1655. Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2025, No. 10, § 13, eff. July 1, 2025.

11A V.S.A. § 15.08 Change of registered office or registered agent for service of process of foreign corporation

15.08. Change of registered office or registered agent for service of process of foreign corporation A foreign corporation authorized to transact business in this State may change its registered office or registered agent for service of process by delivering to the Secretary of State for filing a statement of change pursuant to 11 V.S.A. § 1655. Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2025, No. 10, § 13, eff. July 1, 2025.

11A V.S.A. § 15.09 Resignation of registered agent for service of process of foreign corporation

15.09. Resignation of registered agent for service of process of foreign corporation The registered agent of a foreign corporation may resign as agent by filing a statement of resignation pursuant to 11 V.S.A. § 1655. Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2025, No. 10, § 13, eff. July 1, 2025.

11A V.S.A. § 15.10 Service of process on foreign corporation

15.10. Service of process on foreign corporation A foreign corporation is subject to the service of process provisions in 11 V.S.A. § 1656. Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2025, No. 10, § 13, eff. July 1, 2025.

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