Vermont Foreign Registration / Do I need to register
Doing business in Vermont: when a foreign LLC has to register
Vermont wants a foreign LLC to hold its certificate of authority before transacting business here, and the filing fee for it is $155. The statute gives the phrase a broad meaning, each act, power or privilege exercised or enjoyed in Vermont by a foreign limited liability company, then carves 11 activities out of it. Where your company sits relative to that line is a legal judgment for a Vermont business lawyer.
How the rule is built
There are three moving parts: a foreign LLC may not transact business until it has a certificate; transacting business covers each act, power or privilege exercised or enjoyed in Vermont; and eleven activities, among others and without more, do not count. Because the list opens with "among others", it works as a set of examples of safe activity rather than a fence around all of it.
The activities the statute carves out
The Act names maintaining, defending or settling a proceeding; holding meetings of members or managers and other internal affairs; bank accounts; offices or agencies for the company's own securities; selling through independent contractors; soliciting or obtaining orders that need acceptance outside Vermont to become contracts; creating or acquiring debt, mortgages and security interests; securing or collecting debts and enforcing security interests, and holding property so acquired; owning real or personal property; an isolated transaction that is not part of repeated transactions of a like nature; and business in interstate commerce.
The exceptions, grouped
| Group | What is left out |
|---|---|
| Disputes and governance | Settling or defending a proceeding; holding member or manager meetings; other internal affairs |
| Money | Bank accounts; offices for the company's own securities; lending on property; recovering debts and enforcing the security behind them |
| Sales | Interstate commerce; sales run through independent contractors; solicitations whose orders bind only upon acceptance elsewhere |
| Property and one-offs | Possessing property; a lone deal outside any pattern of similar deals |
What the Secretary of State adds
The Secretary of State's own page carries the list with a warning: a business whose activities merely include some of these, but are not limited to them, is not exempt. One safe activity alongside others does not make the whole business safe.
The corporation version
For corporations the same duty applies: no transacting business without a certificate. The Secretary of State lists the same kinds of exceptions for corporations and adds one for loans made by a foreign savings bank or banking corporation that works with a Vermont bank or trust company.
Everyday situations
A Vermont bank account is on the list, and so is owning property with nothing more. Orders that are accepted outside Vermont are on it too. A warehouse, a storefront or staff working in Vermont are not on it, so the broad definition decides them. Remote employees, one large contract and an ecommerce business shipping into Vermont each turn on their facts.
Beyond the Secretary of State
Being outside the registration duty does not settle other agencies' rules. A foreign bank, insurer, securities firm or captive may need to register with the Department of Financial Regulation. Insurers licensed by the Commissioner of Financial Regulation are exempt from the Secretary of State filing altogether.
Sole proprietors, partnerships and trusts
This is a registration for entities. A sole proprietor, a general partnership or an unincorporated nonprofit association files a business name rather than a certificate of authority, and Vermont has no provision for business trusts.
Facts worth gathering before you decide
Start from a plain account of what the company does in Vermont: where its orders are accepted, whether it owns or rents property here, whether anyone works here, and since when. Those are the facts the statute's definition and its list turn on.
If the company is already on the wrong side
Without a certificate, it may not maintain a proceeding, or raise a counterclaim, crossclaim or affirmative defense, in any Vermont court until it holds a certificate of authority. Even so, the lack of a certificate does not impair the validity of any contract or act of the company, and does not stop it defending an action or proceeding in Vermont. Daily penalties of $50 accrue, to $10,000 a year. The penalty page gives examples.
What registering leaves alone
Registering hands the company a certificate and nothing more. The law of the state or country where the company is organized governs its organization, its internal affairs and the liability of its members and managers, and Vermont may not deny a certificate because that law differs from its own.
How we help
Once the company has decided to register, we write the application and file it for $199. If you are still deciding, the registration guide shows what the filing involves.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Doing business questions
Does owning property in Vermont trigger registration?
Holding property here, with nothing further, is one of the activities the statute leaves out.
What about selling online?
Orders that need acceptance outside Vermont are on the list. Other Vermont activity changes the picture.
Does the same test apply to corporations?
Yes. The Secretary of State prints the same kind of list for corporations.
Does registering move my LLC's governing law to Vermont?
No. The law of the state where the company is organized keeps governing it.
Does the list cover every safe activity?
No. The statute begins it with "among others".
What does operating without a certificate cost?
$50 a day, to $10,000 a year, plus the fees due.
What you pay
Register in Vermont
- Your Vermont application, drafted from a short questionnaire
- Your home certificate, ordered so its date is still good on filing day
- A Vermont agent for service of process, from us or of your own choosing
- The certificate of authority Vermont issues, sent on to you
- Renewal: after the first year, the agent service renews at $149 a year
$199
+ $155 Vermont fee
Register in Vermont$155 is Vermont's fee for an LLC. Other entity types pay different amounts; the cost page lists them. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Sources
- Vermont Secretary of State, fees and statutes
- 11 V.S.A. 4112, application for certificate of authority
- Vermont Secretary of State, foreign registration
- 11A V.S.A. 15.03, application for certificate of authority
- 11 V.S.A. 4113, activities that are not transacting business
- 11 V.S.A. 4119, effect of failure to obtain certificate of authority
- 11A V.S.A. 15.02, consequences of transacting business without authority
- 11 V.S.A. 4111, law governing foreign limited liability companies
Working in Vermont already?
Order today and the filing goes in before more days pile up on the penalty meter.