State of Vermont

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Office of the Secretary of State

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A WORLD WIDE WEB PUBLICATION OF THE VERMONT SECRETARY OF STATE
(If you are reading a paper copy of this document, you may find the original at www.sec.state.vt.us)
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An out-of-state ("foreign") corporation must procure a certificate of authority from our office in order to do business legally in Vermont.

The law defines "doing business" as "each act, power or privilege exercised or enjoyed" in Vermont by a foreign corporation. 11A V.S.A. 15.01(b).

This very broad definition is tempered by enumeration of a dozen types of activities that, considered alone, do not constitute "doing business" and therefore do not incur an obligation to file.

For example, selling your products through an independent contractor, merely owning real property in Vermont, or conducting an isolated transaction that is not one transaction in the course of repeated transactions of a like nature will not be considered doing business in Vermont.

If, however, your activities are not so limited, you will need to obtain a certificate of authority.

The process is not complex, and failure to register could mean more trouble than it is worth. Vermont law prohibits a foreign corporation from maintaining an action, raising a counterclaim, crossclaim or affirmative defense in any court in Vermont until the corporation obtains a certificate of authority.

There also are civil penalties for transacting business without a certificate of authority.

As with the domestic variety, foreign corporations intending to do a business regulated by a particular state agency, such as the Department of Banking, Insurance, and Securities or the Public Service Board, should contact the appropriate agency before they apply to our office.

Without having to obtain a certificate of authority, a foreign corporation may register its name with our office, as long as its name is distinguishable on the record from a previously registered corporate or business name and is not deceptively similar to or likely to be confused with any such previously authorized name.

Please note, however, that a foreign corporation may apply for and register the already-registered name of another corporation if it gains the written consent of the other corporation to use the name and the other corporation changes its name.

Name registration does not constitute doing business, nor does it satisfy the need to obtain a certificate of authority in Vermont. The purpose of registering your corporate name is to prevent the use or release of your name to another corporation or business in this state.

A registration fee of $25 is charged for the initial registration, which is effective to the end of the calendar year; the same fee charged annually for renewing your registration.

NEXT: CERTIFICATES OF AUTHORITY(FOREIGN CORPORATIONS)

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