Foreign Qualification Application

Vermont Foreign Qualification Preparation Worksheet

Purpose and Scope

Use this worksheet to prepare an Application for Certificate of Authority filed with the Vermont Secretary of State, Corporations Division (filed online through the Secretary of State's business portal). Vermont keeps foreign corporations and foreign LLCs under separate statutes, so this worksheet has two tracks:

• Track A — Foreign for-profit corporation — Vermont Business Corporation Act, 11A V.S.A. chapter 15.
• Track B — Foreign limited liability company — Vermont Limited Liability Company Act, 11 V.S.A. chapter 25, subchapter 8.

Unlike some states, Vermont does issue a certificate of authority on approval. Do not file this worksheet. Transfer the completed information to the current Secretary of State online application for the applicant's entity type.

Part 1 — Is Vermont Registration Required?

A foreign corporation (11A V.S.A. § 15.01(a)) or a foreign LLC (11 V.S.A. § 4113(a)) may not transact business in Vermont until it obtains a certificate of authority from the Secretary of State. Both statutes define "transacting business" broadly and then list activities that, without more, do not constitute transacting business, including:

• maintaining, defending, or settling a proceeding;
• holding meetings of directors/members or carrying on internal-affairs activities;
• maintaining bank accounts;
• maintaining offices/agencies for the entity's own securities;
• selling through independent contractors;
• soliciting or obtaining orders that require acceptance outside Vermont before becoming contracts;
• creating or acquiring indebtedness, mortgages, and security interests;
• securing or collecting debts and enforcing related security;
• owning real or personal property;
• conducting an isolated transaction not in the course of repeated like transactions; and
• transacting business in interstate commerce.

(Corporations: 11A V.S.A. § 15.01(c). LLCs: 11 V.S.A. § 4113(c).) These lists do not control jurisdiction or tax liability (11A V.S.A. § 15.01(e)).

☐ Legal review obtained on whether the entity's Vermont activities require a certificate of authority

Describe the entity's Vermont activities: [________________________________]

Part 2 — Choose the Correct Track

☐ Track A: foreign for-profit corporation (11A V.S.A. ch. 15)

☐ Track B: foreign limited liability company (11 V.S.A. ch. 25)

Stop and confirm the correct form and any added requirements if the applicant is a foreign nonprofit corporation (11B V.S.A.), professional entity, limited partnership, or limited liability partnership.

Part 3 — Current Filing Route and Fee

Fees are subject to change; confirm the current fee on the Secretary of State portal before paying. Per Secretary of State guidance, the home-state certificate for a corporation should be recent (the Secretary of State's practice is generally no older than 30 days); the LLC certificate is codified at not earlier than 90 days before filing (§ 4112(c)). Confirm the current recency requirement with the Secretary of State.

Part 4 — Application Contents

Track A — Corporation (11A V.S.A. § 15.03)

Track B — LLC (11 V.S.A. § 4112)

Part 5 — Vermont Agent for Service of Process

Every foreign corporation and foreign LLC must appoint and continuously maintain an agent for service of process in Vermont under 11 V.S.A. § 1655 (Vermont's unified registered/designated-agent statute). A corporation lists a Vermont registered office; an LLC lists a designated office.

Change of agent or office is filed as a statement of change under § 1655 (corporation: 11A V.S.A. § 15.08; LLC: 11 V.S.A. § 4008). Agent resignation: 11A V.S.A. § 15.09 / 11 V.S.A. § 4009.

Part 6 — Execution

Vermont applications are filed online; the signer affirms the accuracy of the record. Do not add a fabricated notary block unless the Secretary of State's paper form for the entity type requires one.

Part 7 — Filing Checklist

☐ Correct track/form selected (corporation vs. LLC)

☐ Name (or § 15.06 / § 4116 alternate name) confirmed available in Vermont

☐ State/country of organization, date, and (corp) duration entered

☐ Principal office (corp) or designated office (LLC) address entered

☐ Vermont agent for service of process and office (§ 1655) completed

☐ Home-state certificate attached (good standing for corp; existence dated within 90 days for LLC)

☐ $155 application fee included

☐ Application signed and filed online

Part 8 — Ongoing Vermont Obligations (Annual Report)

Both tracks file an annual report with the Secretary of State — the frequencies and fees differ:

The report confirms/updates the entity name, home jurisdiction, registered/designated office, agent for service of process (name, email, address), principal office, and (corp) directors and officers.

Part 9 — Amendment, Withdrawal, Termination, and Reinstatement

• Amended certificate. A corporation obtains an amended certificate of authority (11A V.S.A. § 15.04, fee $50) when required; an LLC obtains one under 11 V.S.A. § 4115 if it changes its name or its state/country of organization.
• Withdrawal (corp, 11A V.S.A. § 15.20): file an application for a certificate of withdrawal ($25) stating the entity surrenders its authority, revokes the registered agent's authority, appoints the Secretary of State as agent for service of process, gives a forwarding mailing address, and commits to update that address for seven years.
• Cancellation (LLC, 11 V.S.A. § 4118): an LLC cancels its authority by filing a certificate of cancellation; the Secretary of State remains agent for service on claims arising from prior Vermont business.
• Involuntary termination / revocation: a corporation's certificate is involuntarily terminated under 11A V.S.A. § 15.30 (grounds include failure to file the annual report required by § 16.22, no registered agent for 60 days, knowingly false filing, or home-jurisdiction dissolution). An LLC's certificate is revoked under 11 V.S.A. § 4117, with an effective date at least 60 days after the Secretary of State sends notice. (Do not cite "§ 15.31" for termination — 11A V.S.A. § 15.31 is Reserved; the operative section is § 15.30.)
• Reinstatement (corp, § 15.30(e)): the Secretary of State may cancel a termination if the corporation corrects each ground and pays the reinstatement fee for each delinquent year (confirm the current amount with the Secretary of State; § 15.30(e) states $25/year while the § 1.22(d) fee schedule states the annual-report fee plus a $50/year reinstatement fee). Reinstatement relates back to the termination date.

Part 10 — Consequences of Not Obtaining a Certificate of Authority

A foreign corporation (11A V.S.A. § 15.02) or foreign LLC (11 V.S.A. § 4119) transacting business in Vermont without a certificate of authority may not maintain a proceeding (or raise a counterclaim, crossclaim, or affirmative defense) in a Vermont court until it obtains one. Failure to obtain authority does not impair the validity of the entity's contracts or acts, does not prevent it from defending a proceeding, and does not make members/managers personally liable solely for that reason. The entity is liable to the State for a civil penalty of $50 per day, up to $10,000 per year, plus the fees that would have been due, and the Attorney General may sue to collect penalties and restrain the entity from doing business (11A V.S.A. §§ 15.02(d)-(e); 11 V.S.A. §§ 4119(e), 4120).

Sources and References

• 11A V.S.A. § 15.01 — Authority to transact business required (Vermont Statutes Online, official)
• 11A V.S.A. § 15.02 — Consequences of transacting business without authority (official)
• 11A V.S.A. § 15.03 — Application for certificate of authority (official; amended 2025 Act 10)
• 11A V.S.A. § 15.20 — Withdrawal; § 15.30 — Involuntary termination and reinstatement (official)
• 11A V.S.A. § 16.22 — Annual report; § 1.22 — Filing fees (official)
• 11 V.S.A. § 4112 — Foreign LLC application for certificate of authority (official; amended 2025 Act 10)
• 11 V.S.A. § 4033 — Foreign LLC annual report; ch. 25 (§§ 4113, 4116, 4117, 4119) (official)
• Vermont Secretary of State — Corporations Division (business filings portal)

Verify the live Secretary of State online form and fee and the current text of 11A V.S.A. chapter 15 and 11 V.S.A. chapter 25 immediately before filing. Statutes verified this session against Vermont Statutes Online (legislature.vermont.gov, official) via the parallel-search fetch tool, because sofya SSL-fails on the Vermont Legislature site.