Vermont Statutes
Chapter 14 - Foreign Enterprises
§ 1407. Cancellation of certificate of authority; effect of failure to have certificate

§ 1407. Cancellation of certificate of authority; effect of failure to have certificate
(a) To cancel its certificate of authority, a foreign enterprise shall deliver to the Secretary of State for filing a notice of cancellation. The certificate is canceled when the notice becomes effective under section 203 of this title.
(b)(1) A foreign enterprise transacting business in this State may not maintain an action or proceeding or raise a counterclaim, crossclaim, or affirmative defense in this State unless it has a certificate of authority.
(2) The successor to a foreign enterprise 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 enterprise or its successor or assignee obtains a certificate of authority.
(c) The failure of a foreign enterprise to have a certificate of authority does not impair the validity of a contract or act of the foreign enterprise or prevent the foreign enterprise from defending an action or proceeding in this State.
(d) A member of a foreign enterprise is not liable for the obligations of the foreign enterprise solely by reason of the foreign enterprise’s having transacted business in this State without a certificate of authority.
(e) If a foreign enterprise transacts business in this State without a certificate of authority or cancels its certificate, it appoints the Secretary of State as its agent for service of process for an action arising out of the transaction of business in this State.
(f) A foreign enterprise 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. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012; amended 2015, No. 128 (Adj. Sess.), § C.13.)

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