Vermont Foreign Registration / Daily penalty
Vermont's daily penalty for working without a certificate
For each day it works in Vermont with no certificate in hand, a foreign LLC owes $50, up to $10,000 in a year, plus the fees due for those days and any penalties the law adds. The company is also shut out of Vermont courts as a plaintiff until it registers.
How the penalty accumulates
| Days without a certificate | Penalty | How |
|---|---|---|
| 30 | $1,500 | 30 x $50 |
| 60 | $3,000 | 60 x $50 |
| 200 or more in a year | $10,000 | The yearly ceiling applies |
The fees due for the period are added to the penalty.
The other consequences
| Consequence | What the statute provides |
|---|---|
| Court access | Closed to the company as plaintiff, and for counterclaims, crossclaims and affirmative defenses, until it has a certificate |
| Successors | A successor company, and anyone assigned the claim, is bound the same way |
| Contracts | Contracts and acts remain valid; the company can still defend itself |
| Members and managers | No personal liability for company debts merely because the company worked here uncertified |
| Service of process | The Secretary of State becomes the company's agent for claims from its Vermont business |
How the daily count works
The statute fixes a daily amount and a yearly ceiling. At $50 a day the ceiling is reached on day 200, so a company that keeps working for a full year reaches it.
The fees due for the period
On top of the daily amount the company owes the fees that would have been due under the LLC chapter during the period it worked here without a certificate.
Court access
The company is limited as follows: 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. In addition, the same bar binds a successor to the company and anyone who took an assignment of a cause of action arising from that business. The bar lifts once the certificate is held.
Contracts and defense
The statute adds that 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.
Members and managers
On personal exposure, a member or manager is not liable for the debts, obligations or liabilities of the company solely because it transacted business without a certificate.
Service of process
Also, by transacting business without a certificate the company appoints the Secretary of State as its agent for service of process on claims arising from that business.
Corporations
Corporations face the same daily amount and ceiling. Collection, and an order stopping the corporation, can be sought by the Attorney General in court; a judge may also pause the corporation's own lawsuit while deciding whether a certificate was needed.
The penalty beside the application fee
Registering late adds the application to what is already owed. Thirty days of work costs $1,500 in penalty, so $1,655 with the application. Sixty days costs $3,000, so $3,155. The ceiling, $10,000, brings the total to $10,155. The fees due for the period come on top of each of these.
Why waiting never saves the fee
The application fee is owed whenever the company registers. The statute adds the fees due for the period without a certificate, so a company that waits pays them as well as the daily amount.
When the clock started
When your company began transacting business, and whether it has, is a legal judgment. It turns on your facts, and a Vermont business lawyer is the person to ask. After that, preparing and filing the application is our part.
Registering now
Registration costs $155. We file online for $199.
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.
Penalty questions
How large is the penalty?
$50 for each day, to $10,000 for each year.
On which day does the ceiling apply?
Day 200.
Can the company bring a lawsuit?
Not until it holds a certificate.
Can the company bring its own suit while it is unregistered?
No. The bar lasts until it holds a certificate.
Does the penalty restart each year?
The statute sets the ceiling at $10,000 for each year.
Does the company owe more than the penalty?
Yes. The statute adds the fees due for the period.
Are its contracts void?
No. They stay valid.
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. 4119, effect of failure to obtain certificate of authority
- 11A V.S.A. 15.02, consequences of transacting business without authority
Working in Vermont already?
Order today and the filing goes in before more days pile up on the penalty meter.