Vermont Statutes
Chapter 25 - Limited Liability Companies
§ 4117. Revocation of certificate of authority

§ 4117. Revocation of certificate of authority
(a) The Secretary of State may revoke a certificate of authority of a foreign limited liability company to transact business in this State in the manner provided in subsections (b) and (c) of this section if:
(1) the company does not:
(A) pay, within 60 days after the due date, any fee, tax, or penalty due to the Secretary of State under this chapter;
(B) appoint and maintain an agent for service of process as required by section 4007 of this title; or
(C) deliver for filing a statement of change under section 4008 of this title within 30 days after a change has occurred in the name or address of the agent; or
(2) the Commissioner of Taxes notifies the Secretary of State that a foreign limited liability company has failed to make a return, to pay a tax, to file a bond, or to do any other act required under 32 V.S.A. chapter 211.
(b)(1) To revoke a certificate of authority of a foreign limited liability company, the Secretary of State shall file a notice of revocation and send a copy to the company’s agent for service of process in this State, or if the company does not appoint and maintain a proper agent in this State, to the company’s designated office.
(2) A notice of revocation shall state:
(A) the effective date of the revocation, which shall be at least 60 days after the date the Secretary of State sends the copy; and
(B) the grounds for revocation under subsection (a) of this section.
(c) The authority of a foreign limited liability company to transact business in this State shall cease on the effective date of the notice of revocation unless, before that date, the company cures each ground for revocation stated in the notice filed under subsection (b) of this section. If the company cures each ground, the Secretary of State shall file a record so stating. (Added 2015, No. 17, § 2.)

Structure Vermont Statutes

Vermont Statutes

Title 11 - Corporations, Partnerships and Associations

Chapter 25 - Limited Liability Companies

§ 4001. Definitions

§ 4002. Knowledge and notice

§ 4003. Effect of operating agreement; nonwaivable provisions

§ 4004. Supplemental principles of law

§ 4005. Name

§ 4006. Reserved name

§ 4007. Designated office and agent

§ 4008. Change of designated office or agent for service of process

§ 4009. Resignation of agent for service of process

§ 4010. Service of process

§ 4011. Nature of business and powers; governing law

§ 4012. Fees

§ 4021. Limited liability company as legal entity

§ 4022. Organization

§ 4023. Articles of organization

§ 4024. Amendment or restatement of articles of organization

§ 4025. Signing of documents

§ 4026. Filing in Office of Secretary of State

§ 4027. Correcting filed document

§ 4028. Certificate of existence or authorization

§ 4029. Liability for false statement in filed document

§ 4030. Filing by judicial act

§ 4031. Limited liability company property

§ 4032. When property is limited liability company property

§ 4033. Annual report for Secretary of State

§ 4034. Involuntary termination

§ 4041. No agency power of member as member

§ 4042. Liability of members and managers

§ 4051. Becoming a member

§ 4052. Form of contribution

§ 4053. Member’s liability for contributions

§ 4054. Management of limited liability company

§ 4055. Sharing of profits and losses and right to distributions

§ 4056. Limitations on distributions

§ 4057. Liability for unlawful distributions

§ 4058. Information rights

§ 4059. General standards of member’s and manager’s conduct

§ 4060. Reimbursement, indemnification, and insurance

§ 4071. Member’s distributional interest

§ 4072. Transfer of distributional interest

§ 4073. Rights of transferee

§ 4074. Charging order

§ 4075. Power of estate of deceased member

§ 4081. Events causing member’s dissociation

§ 4082. Member’s power to dissociate; wrongful dissociation

§ 4083. Effect of member’s dissociation

§ 4101. Events causing dissolution and winding up of company business

§ 4102. Limited liability company continues after dissolution

§ 4103. Right to wind up limited liability company’s business

§ 4104. Member’s or manager’s power and liability as agent after dissolution

§ 4105. Articles of termination

§ 4106. Distribution of assets in winding up limited liability company’s business

§ 4107. Known claims against dissolved limited liability company

§ 4108. Other claims against dissolved limited liability company

§ 4109. Enforcement of claims against dissolved limited liability company

§ 4111. Law governing foreign limited liability companies

§ 4112. Application for certificate of authority

§ 4113. Activities not constituting transacting business

§ 4114. Issuance of certificate of authority

§ 4115. Amended certificate of authority

§ 4116. Name of foreign limited liability company

§ 4117. Revocation of certificate of authority

§ 4118. Cancellation of authority

§ 4119. Effect of failure to obtain certificate of authority

§ 4120. Action by Attorney General

§ 4121. Election

§ 4122. Designation of controlling foreign law

§ 4123. Scope of designated foreign law

§ 4124. Jurisdiction

§ 4131. Direct action by member

§ 4132. Derivative action

§ 4133. Proper plaintiff

§ 4134. Pleading

§ 4135. Special litigation committee

§ 4136. Proceeds and expenses

§ 4141. Definitions

§ 4142. Conversion authorized

§ 4143. Plan of conversion

§ 4144. Approval of conversion

§ 4145. Amendment or abandonment of plan of conversion

§ 4146. Statement of conversion; effective date of conversion

§ 4147. Effect of conversion

§ 4148. Merger of entities

§ 4149. Action on plan of merger by constituent limited liability company

§ 4150. Filings required for merger; effective date

§ 4151. Effect of merger

§ 4152. Domestication

§ 4153. Action on plan of domestication by domesticating limited liability company

§ 4154. Filings required for domestication; effective date

§ 4155. Effect of domestication

§ 4156. Restrictions on approval of mergers, conversions, and domestications

§ 4157. Subchapter not exclusive

§ 4161. Election

§ 4162. Requirements

§ 4163. Failure to meet requirements

§ 4171. Definitions

§ 4172. Election

§ 4173. Authority; requirements

§ 4174. Multiple roles of members and managers

§ 4175. Consensus formation algorithms and governance processes

§ 4176. Scope of subchapter; other law