An act relating to the regulation of business organizations
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H 243 — An act relating to the regulation of business organizations
Last action — House message: Governor approved bill on May 1, 2025
No card. One bill, free forever — alerts when it moves.
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✓Introduced
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6Enacted
This bill has been enacted into law. Introduced February 18, 2025. Enacted.
Signed by Governor Phil Scott (Republican) on May 01, 2025.
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3 sponsors
3 primary, 0 co-sponsors signed on.
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Sponsored across 2 parties (2 D · 1 R) — cross-party backing.
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Bill Text
What changed in the latest version
5105 added · 2480 removedPlain-language change summary
The recent amendment to Bill H 243 includes a focus on updating the language related to the facsimile signature of the Secretary of State, ensuring that it retains the same validity as the Secretary's written signature. This change simplifies the legal language and aims to clarify procedures for business registrations. Additionally, the bill aims to reduce fraudulent business filings by improving the regulatory framework. Overall, these updates are important for maintaining clarity and security in Vermont's business practices.
BILL AS PASSED BY THE HOUSE H.243 Page 1 of 106227 H.243 AnSHORT actFORM relatingIntroduced toby theRepresentatives regulationMarcotte of businessCoventry, organizationsGraning Itof isJericho, herebyand enactedWhite byof theBethel GeneralReferred Assemblyto ofCommittee theon StateDate: of Vermont:
*Subject: * * Updates to Title 3 language * * * Sec.
Corporations;
partnerships and associations Statement of purpose of bill as introduced:
This bill proposes to make technical and stylistic changes to Vermont’s laws regulating business organizations in addition to changes aimed at reducing fraudulent business filings with the Secretary of State.
An act relating to the regulation of business organizations It is hereby enacted by the General Assembly of the State of Vermont:
(TEXT OMITTED IN SHORT-FORM BILLS) * * * Updates to Title 3 language * * * Sec.
§§ 102a 102a is amended to read:
§§ 102a. 102a.
FACSIMILE SIGNATURE OF SECRETARY OF STATE A facsimile of the signature of the Secretary of State imprinted by or at his or her the Secretary’s direction upon any certification issued under Title 11 or BILL AS PASSED BY THE HOUSE H.243 Page 2 of 227 11A pursuant to law, upon any attestation required of the Secretary by law, or upon any certification of official documents or records of which the Secretary is custodian, shall have the same validity as the Secretary of State’s written signature.
§§ 133 133 is amended to read:
§§ 133. 133.
VT LEG #382018 v.1 AS PASSED BY HOUSE H.243 Page 2 of 106 CHAPTER 7.
USE OF “COOPERATIVE” A corporation formed under Title 11A shall not have the word “cooperative” or any abbreviation thereof as part of its name, unless the BILL AS PASSED BY THE HOUSE H.243 Page 3 of 227 corporation is a worker cooperative corporation organized under chapter 8 of this title, a cooperative housing corporation organized under chapter 14 of this title, or the a general cooperative corporation that includes in its articles of incorporation contain all of the following provisions:
VT LEG #382018 v.1 AS PASSED BY HOUSE H.243 Page 3 of 106 (3) “Associations” organized hereunder means nonprofit cooperative associations.
(5) “Handcraft product” means any product fashioned primarily by hand with the final form and its characteristics shaped by hand and produced BILL AS PASSED BY THE HOUSE H.243 Page 4 of 227 in the home or a small craft center by the artisan or craftsman in a skilled or artistic process rather than in an assembly line technique.
VT LEG #382018 v.1 AS PASSED BY HOUSE H.243 Page 4 of 106 * * * § 994.
(1) In the case of a marketing cooperative, the power to engage in any activity in connection with the purchasing, marketing, selling, preserving, harvesting, drying, processing, manufacturing, canning, packing, grading, BILL AS PASSED BY THE HOUSE H.243 Page 5 of 227 storing, handling, or utilization of any agricultural or handcraft products or the manufacturing or marketing of the by-products byproducts thereof, any activity in connection with the purchase, hiring, or use by its members of supplies, machinery or equipment, and in financing any of the aforementioned activities.
In the case of a railroad cooperative, to engage in any activity in connection with the organization, acquisition, and operation of a subsidiary transportation business, whether by means of railroad, truck, water VT LEG #382018 v.1 AS PASSED BY HOUSE H.243 Page 5 of 106 carrier, air, or other.
ARTICLES BILL AS PASSED BY THE HOUSE H.243 Page 6 of 227 Each association formed under this subchapter shall prepare and file articles of incorporation setting forth:
(6) When organized without capital stock, whether the property rights and interest of the members are equal, and, if unequal, the general rules applicable to all members by which the property rights and interest, respectively, of each member shall be determined and fixed, and provision for VT LEG #382018 v.1 AS PASSED BY HOUSE H.243 Page 6 of 106 the admission of new members who shall be entitled to share in the property of the association in accordance with such general rules.
BILL AS PASSED BY THE HOUSE H.243 Page 7 of 227 (7) When organized with capital stock, the amount of such stock, the number of shares into which it is divided, and the par value thereof.
VT LEG #382018 v.1 AS PASSED BY HOUSE H.243 Page 7 of 106 (10) In addition to the foregoing, the articles of incorporation of any association incorporated hereunder may contain any provision consistent with law with respect to management, regulation, government, financing, indebtedness, membership, the establishment of voting districts and the election of delegates for representative purposes, the issuance, retirement, and transfer of its stock, if formed with capital stock, or any provisions relative to BILL AS PASSED BY THE HOUSE H.243 Page 8 of 227 the way or manner in which it shall operate or with respect to its members, officers, or directors and any other provisions relating to its affairs.
An amendment must VT LEG #382018 v.1 AS PASSED BY HOUSE H.243 Page 8 of 106 first be approved by two-thirds of the directors and adopted by a vote of two- thirds of the members or delegates present and voting at such meeting.
BILL AS PASSED BY THE HOUSE H.243 Page 9 of 227 (b) Notwithstanding subsection (a) of this section, an association shall amend the name, email, or address information of its agent for service of process by submitting to the Secretary of State for filing a statement of change pursuant to section 1655 of this title.
FEE For filing a certificate of organizationorganization, articles of incorporation, an association shall pay $20.00 to the Secretary of State, and for filing an amendment thereto, $10.00.$10.00 A person who submits a document for filing pursuant to this chapter shall pay to the Secretary of State the amount specified in section 1651 of this title.
* * * (10) In the case of a consumer’s consumers’ or railroad cooperative, the method of distributing among members or stockholders and patrons, both members and nonmembers, the net savings derived from the excess of total VT LEG #382018 v.1 AS PASSED BY HOUSE H.243 Page 9 of 106 income over operating expenses.
OFFICERS BILL AS PASSED BY THE HOUSE H.243 Page 10 of 227 The directors shall elect from their number a president and one or more vice presidents.
OWNERSHIP OR CONTROL OF OTHER CORPORATIONS BUSINESS ORGANIZATIONS An association may organize, form, operate, own, control, have an interest in, own stock of, or be a member of, any other corporation or corporations, with or without capital stock, and business organization engaged in preserving, drying, processing, canning, packing, storing, handling, shipping, utilizing, VT LEG #382018 v.1 AS PASSED BY HOUSE H.243 Page 10 of 106 manufacturing, marketing, or selling the agricultural products handled by the association or byproducts thereof.
WAREHOUSE RECEIPTS BILL AS PASSED BY THE HOUSE H.243 Page 11 of 227 When such corporations are warehousing corporations, they An association engaged in warehousing may issue negotiable or nonnegotiable warehouse receipts of the association against the commodities delivered, and such warehouse receipts shall be considered as adequate collateral to the extent of the usual and current value of the commodity represented thereby.
PROCEDURE Two or more cooperative associations organized under, or which have adopted the provisions of subchapter 1 2 of this chapter, or similar laws of other states, whether having or not having capital stock, may merge or consolidate into one cooperative association which may be a new cooperative VT LEG #382018 v.1 AS PASSED BY HOUSE H.243 Page 11 of 106 association or one of the constituent cooperatives by complying with the following requirements:
* * * BILL AS PASSED BY THE HOUSE H.243 Page 12 of 227 (3) If the articles of merger or consolidation are adopted by the affirmative vote of not less than two-thirds of the members attending and voting of each consolidating cooperative voting thereon at the meeting called to consider the same, or by not less than by a two-thirds vote of its delegates if qualified as provided in subdivision (4) of this section, articles of merger or consolidation in the form adopted shall be executed under its seal and acknowledged on behalf of each consolidating cooperative by its president or vice-president.
and VT LEG #382018 v.1 AS PASSED BY HOUSE H.243 Page 12 of 106 (E) the terms and conditions of the merger or consolidation and the mode of carrying the same into effect, including the manner in which the members of the consolidating cooperative may or shall become members of the BILL AS PASSED BY THE HOUSE H.243 Page 13 of 227 new cooperative;
* * * VT§ LEG1063. #382018 v.1 AS PASSED BY HOUSE H.243 Page 13 of 106 Sec.
FEE For filing articles of merger or consolidation the new cooperative shall pay $20.00 to the Secretary of State;
and for filing an amendment thereof $10.00.
[Repealed.] BILL AS PASSED BY THE HOUSE H.243 Page 14 of 227 * * * Sec.
BILL AS PASSED BY THE HOUSE H.243 Page 15 of 227 (2) the name of the town wherein such place of business is located, the address of its principal office;
VT LEG #382018 v.1 AS PASSED BY HOUSE H.243 Page 14 of 106 (3) a brief description of the kind of business to be transacted under such name, and its business purpose;
(c) The Secretary of State shall decline to register any business name unless the name is distinguishable in the records of the Secretary of State from any other business name of any name registered or reserved under this chapter, or the name of any other entity, whether domestic or foreign, that is reserved, BILL AS PASSED BY THE HOUSE H.243 Page 16 of 227 registered, or granted by or with the Secretary of State, or any name that would VT LEG #382018 v.1 AS PASSED BY HOUSE H.243 Page 15 of 106 lead a reasonable person to conclude that the business is a type of entity that it is not.
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(c) The right to the exclusive use of a specified business name so reserved may be transferred to any other person, copartnership, or association by filing in the office of the Secretary of State a notice of such transfer, executed by the VTBILL LEG #382018 v.1 AS PASSED BY THE HOUSE H.243 Page 1617 of 106227 applicant for whom the name was reserved, and specifying the name and address of the transferee.
(b) The Secretary of State shall decline to register any business name unless the name is distinguishable in the records of the Secretary of State from any other business name of any name registered or reserved under this chapter or the name of any other entity, whether domestic or foreign, that is reserved, VTBILL LEG #382018 v.1 AS PASSED BY THE HOUSE H.243 Page 1718 of 106227 registered, or granted by or with the Secretary of State, or any name that would lead a reasonable person to conclude that the business is a type of entity that it is not.
FEES (a) A person, copartnership, association, limited liability company, or corporation required by the provisions of this chapter to file a return shall, at the time of filing as provided, pay a registration fee of $70.00 to the Secretary of State.
(b) A person, copartnership, association, limited liability company, or corporation required by the provisions of this chapter to file a certificate of cessation or change of business status or an application to reserve a business name shall, at the time of filing, pay a fee of $35.00 to the Secretary of State.
(c) Statement of change of designated agent or designated office, or both:
$25.00, not to exceed $1,000.00 per filer per calendar year.
(d) The Secretary shall collect $25.00 each time process is served on the Secretary under this chapter.
The party to a proceeding causing service of BILL AS PASSED BY THE HOUSE H.243 Page 19 of 227 process is entitled to recover this fee as costs if he or she prevails in the proceeding.
A person who submits a document for filing pursuant to this subchapter shall pay to the Secretary of State the amount specified in section of this title.
§ 1626.
FAILURE TO REGISTER;
ENFORCING COMPLIANCE (a) A person transacting business in this State who is not registered with the Secretary of State as required under this chapter subchapter and any successor to the person or assignee of a cause of action arising out of the business of the person, may not maintain an action or proceeding or raise a counterclaim, crossclaim, or affirmative defense in this State until the person, successor, or assignee registers with the Secretary.
(b) The failure of a person to register as required under this chapter subchapter does not impair the validity of a contract or act of the person or preclude it from defending an action or proceeding in this State.
(c) An individual does not waive a limitation on his or her personal liability afforded by other law solely by transacting business in this State without registering with the Secretary of State as required under this chapter subchapter.
(d) If a person transacts business in this State without registering with the Secretary of State as required under this chapter subchapter, the Secretary is BILL AS PASSED BY THE HOUSE H.243 Page 20 of 227 its agent for service of process with respect to a right of action arising out of the transaction of business in this State.
(e) A person that transacts business in this State without registering with the Secretary of State as required under this chapter subchapter shall be 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 registration;
(2) an amount equal to the fees due under this chapter subchapter during the period it transacted business in this State without a registration;
and (3) other penalties imposed by law.
(f) The Attorney General may maintain an action in the Civil Division of the Superior Court to collect the penalties imposed in subsection (e) of this section and to restrain a person from transacting business in this State in violation of this chapter subchapter.
§ 1627.
SERVICE OF PROCESS Service of such complaint and process thereunder may be made by delivering within this State a true and attested copy thereof to any person so doing business or any servant or agent of such person, copartnership, association, limited liability company, or corporation, or in any manner BILL AS PASSED BY THE HOUSE H.243 Page 21 of 227 otherwise provided by law.
A name so registered shall not thereafter be used by a person, copartnership, association, limited liability company, or corporation, unless it is lawfully entitled thereto at the date of such registration.
[Repealed.] § 1628.
CERTIFICATE OF CESSATION OF BUSINESS OR CHANGE OF BUSINESS STATUS;
AMENDMENT (a) When a person, copartnership, association, limited liability company, or corporation subject to the provisions of this chapter shall cease to do business in this State, a certificate setting forth such fact and the date whereon it so ceased shall be filed with the Secretary of State within 10 days after the date such business ceases.
Such certificate may be sworn to and filed by a surviving partner, member of such association, officer of such corporation, member or manager of such limited liability company, or person so doing business, or his or her executor or administrator A registrant that ceases to do business in this State shall submit to the Secretary of State for filing a certificate of cessation of business not later than 10 days after the date of cessation.
(b) Whenever any general partner of such partnership, or member of such association withdraws from the business, a remaining general partner or member shall within 30 days file a certificate with the Secretary of State signed and sworn by a remaining general partner or member, setting forth the fact of BILL AS PASSED BY THE HOUSE H.243 Page 22 of 227 such withdrawal, together with the date of that withdrawal.
Filing of this certificate shall avoid any interruption in the period of registration remaining before the need for renewal, as if no partner or member of the association had withdrawn A registrant that adds or removes an individual, partner, or member named in its registration shall submit to the Secretary of State for filing an amendment to reflect the change not later than 30 days after the date of the change.
(c) A registrant may amend its agent information by filing a statement of change pursuant to section 1655 of this title and may amend any other information in its registration by submitting an amendment to the Secretary of State for filing.
§ 1629.
PENALTIES Failure to file such certificate at the time so required by section 1628 of this title shall work a forfeiture of $10.00 to be recovered by the Secretary of State in a civil action on this statute, in his or her name, against any surviving partner, any member of such association, any officer of such corporation, or any person so doing business, or his executor or administrator, and the same shall be paid into the Treasury of the State.
[Repealed.] § 1630.
PROCESS AGENT Each nonresident doing business in this State in his or her individual capacity, or as copartner or member of a copartnership or association BILL AS PASSED BY THE HOUSE H.243 Page 23 of 227 required by sections 1621 and 1623 of this title to file the returns therein specified, or under any name other than his or her own, except as otherwise provided, shall appoint in writing a person having an office or place of business and residing in the town wherein the principal office of such nonresident, copartnership, or association is located, upon whom process against such nonresident may be served in an action founded upon a liability incurred in this State.
Such appointment shall continue in force until revoked by a like instrument appointing another person therein residing, and having therein an office or place of business.
Such instrument shall be recorded with the Secretary of State.
In the event a nonresident has not appointed a process agent, and has not filed such appointment, as set forth in this section, the Secretary of State shall be such process agent.
[Repealed.] § 1631.
VACANCY When an appointee dies or removes from the State, another person residing in such town and having therein an office or place of business, within 10 days from the date of such death or removal, shall be appointed in the manner hereinbefore specified, upon whom service of process may be made as provided in section 1630 of this title.
In case of such death or removal, or if a person is not appointed as aforesaid, process against such nonresident person may be served by delivering to the Secretary of State duplicate copies thereof, one of which shall be filed with the Secretary of State and the other shall be BILL AS PASSED BY THE HOUSE H.243 Page 24 of 227 forwarded by mail prepaid by the clerk to the last known residence of such person.
[Repealed.] § 1632.
EXCEPTIONS The provisions of sections 1630 and 1631 of this title shall not apply to foreign investment companies, foreign building and loan associations, or foreign creamery companies.
[Repealed.] § 1633.
SECRETARY OF STATE AS PROCESS AGENT A foreign insurance, express, shipping car, telegraph, or telephone company, or a foreign company under any other name engaged in like business, shall not do business in this State as an unincorporated association or partnership, until it has filed with the Secretary of State a written stipulation containing the association or firm name, and the names and residences of the associates or partners, and appointing the Secretary of State as its process agent.
Such stipulation shall be in form and substance like that specified in subdivision 692(3) of this title, and shall have the same legal effect.
The provisions of 12 V.S.A.
§§ 851-853, shall apply to service of process on such company and to acts done by persons or agents in its behalf.
[Repealed.] § 1634.
EFFECT OF FAILURE AND NEGLECT A person, copartnership, limited liability company, or corporation subject to this chapter shall not institute any proceedings in this State for the enforcement of any right or obligation unless it shall, prior to the issuance of BILL AS PASSED BY THE HOUSE H.243 Page 25 of 227 the original return or complaint therein, have filed the returns and paid the registration fee required by this chapter;
nor shall a license or certificate be granted to a nonresident individual, copartnership, or unincorporated association to transact a business specified in Titles 5 and 23 or in 6 V.S.A.
chapter 29 until such individual, copartnership, or association has complied with the provisions of section 1630 of this title.
[Repealed.] § 1635.
REREGISTRATION (a) One or more persons doing business under a registered business name A registrant shall reregister the name every five years by filing a reregistration return with the Secretary of State with a fee of $65.00 within not sooner than days following the date five years after the date prior to the expiration of the original registration or of the last reregistration.
The Secretary of State shall prepare and supply the necessary forms.
(b) When reregistration is not accomplished as provided in subsection (a) of this section, a business name may be registered by the first applicant making application to the Secretary of State for an original registration as provided by this chapter subchapter.
Subchapter 2.
Administrative Authority § 1636.
TERMINATION OF BUSINESS NAME;
HEARING (a) If the Secretary of State declines to register a business in accordance with the provisions of subsection 1621(c) of this title because it is not BILL AS PASSED BY THE HOUSE H.243 Page 26 of 227 distinguishable in the records of the Secretary from another business name, the applicant may request that the Secretary determine whether the person to whom the business name is registered is doing business or taking steps to do business in this State.
* * * § 1637.
AUTHORITY TO TERMINATE AND AMEND REGISTRATION (a) The Secretary of State shall have the authority to:
(1) terminate the registration of a person who, pursuant to an administrative order, a final court order, or an assurance of discontinuance, is not authorized to conduct business in this State;
and (2) amend his or her the person’s records to reflect the termination of a registration pursuant to subdivision (1) of this subsection.
(b)(1) If the Secretary of State terminates the registration of a person pursuant to this section, the person appoints the Secretary as his or her the person’s agent for service of process in any proceeding based on a cause of action that arose during the time the person was authorized to transact, or was transacting without authorization, business in this State.
(2) Upon receipt of process, the Secretary of State shall deliver by registered mail a copy of the process to the secretary of the terminated person at its principal office shown in its most recent annual report or in any subsequent communication received from the person stating the current BILL AS PASSED BY THE HOUSE H.243 Page 27 of 227 mailing address of its principal office, or, if none is on file, in its application for registration.
(c)(1) If a court or other person with sufficient legal authority reinstates the ability of a terminated person to conduct business in this State, the terminated person may file with the Secretary of State evidence of the reinstated authority and pay to the Secretary a fee of $25.00 for each year the person is delinquent submit any filing necessary to update its registration.
(2) Upon receipt of a filing and payment pursuant to subdivision (1) of this subsection, the Secretary shall cancel the termination and prepare a certificate of reinstatement, file the original of the certificate, and serve a copy on the person.
§ 1638.
AUTHORITY TO REJECT, AMEND, OR TERMINATE (a) The Secretary of State shall have the authority to:
(1) reject a record submitted for filing that the Secretary reasonably determines contains false, fraudulent, or clearly erroneous information;
and (2) amend a record or terminate the registration of a person who the Secretary determines, after notice and opportunity for hearing pursuant to 3 V.S.A.
chapter 25, has submitted false or fraudulent information in a record, or has attempted or submitted a record for filing in bad faith, without lawful authority, or to commit fraud or cause injury.
BILL AS PASSED BY THE HOUSE H.243 Page 28 of 227 (b)(1) If the Secretary terminates the registration of a person pursuant to this section, or the Secretary’s rejection or amendment of a record results in the person’s failure to designate or maintain an agent for service of process, then the person appoints the Secretary as the person’s agent for service of process.
(2) Upon receipt of process, the Secretary of State shall deliver by registered mail a copy of the process to the person’s last known address.
(c) A person aggrieved by a final decision of the Secretary under this section may appeal to the Superior Court of Washington County, which shall consider the matter de novo.
§ 1639.
FORMS;
PROCEDURES;
RULES The Secretary of State may adopt forms, procedures, and rules to implement the processes and provisions of governing business registration in this State.
Subchapter 3.
Administrative Provisions for Business Organizations § 1651.
FEES The Secretary of State shall collect the following fees for services and for documents submitted for filing pursuant to the provisions of Titles 11–11C and V.S.A.
chapter 81:
(1) $150.00 for the initial filing of a domestic business organization, including:
BILL AS PASSED BY THE HOUSE H.243 Page 29 of 227 (A) articles of incorporation for a nonprofit cooperative association pursuant to 11 V.S.A.
chapter 7;
(B) a statement of qualification for a limited liability partnership pursuant to 11 V.S.A.
chapter 22;
(C) a certificate of limited partnership for a limited partnership pursuant to 11 V.S.A.
chapter 23;
(D) articles of organization for a limited liability company pursuant to 11 V.S.A.
chapter 25;
(E) articles of incorporation for a business corporation pursuant to Title 11A;
(F) articles of incorporation for a nonprofit corporation pursuant to Title 11B;
(G) articles of organization for a mutual benefit enterprise pursuant to Title 11C;
and (H) articles of incorporation for a utility cooperative pursuant to 30 V.S.A.
chapter 81;
(2) $175.00 for the initial filing of a foreign business organization, including:
(A) a statement of foreign qualification for a limited liability partnership pursuant to 11 V.S.A.
chapter 22;
BILL AS PASSED BY THE HOUSE H.243 Page 30 of 227 (B) an application for registration for a limited partnership pursuant to 11 V.S.A.
chapter 23;
(C) an application for a certificate of authority for a limited liability company pursuant to 11 V.S.A.
chapter 25;
(D) an application for a certificate of authority for a business corporation pursuant to Title 11A;
(E) an application for a certificate of authority for a nonprofit corporation pursuant to Title 11B;
and (F) an application for a certificate of authority of a foreign enterprise pursuant to Title 11C;
(3) $75.00 for a registration or reregistration of an assumed business name, partnership, or unincorporated nonprofit association pursuant to 11 V.S.A.
chapter 15;
(4) $50.00 for the annual report of a domestic business organization;
(5) $175.00 for the annual report of a foreign business organization;
(6) $35.00 for the biennial report of a nonprofit corporation, except that the Secretary shall waive the fee for the biennial report of a nonprofit corporation that in the prior calendar year did not pay compensation to any officer, director, or employee;
and (7) $35.00 for recording any other document submitted for filing and for any related fees, including fees for a certified copy, for a returned check or BILL AS PASSED BY THE HOUSE H.243 Page 31 of 227 charge back, for each year a reinstatement fee is due, and for service of process on the Secretary.
§ 1652.
RESERVED NAME (a) A person may reserve the exclusive use of a business name by delivering an application to the Secretary of State for filing.
The application shall state the name and address of the applicant and the name to be reserved.
If the Secretary finds that the entity name is available, the Secretary shall reserve the name for the applicant’s exclusive use for 120 days.
(b) The owner of a reserved name may transfer the reservation to another person by submitting to the Secretary of State for filing a notice of the transfer, which states the name and address of the transferee.
§ 1653.
ASSUMED BUSINESS NAME OF BUSINESS ORGANIZATION A business organization that is authorized to do business in this State may conduct business under an assumed name by submitting to the Secretary of State for filing a registration that identifies the authorized business and the assumed name.
§ 1654.
[Reserved] § 1655.
DESIGNATION OF AGENT FOR SERVICE OF PROCESS;
CHANGE;
RESIGNATION (a) Duty to designate agent for service of process.
A person doing business in this State that is required to designate and maintain an agent for service of BILL AS PASSED BY THE HOUSE H.243 Page 32 of 227 process shall provide the name, email, and address information of an individual resident of this State or of a business organization that has a place of business in, and is authorized to conduct business in, this State.
(b) Attestation.
A person who designates an agent for service of process attests that the agent consents to the appointment.
(c) Duty to maintain current agent information;
statement of change.
Except as provided in subsection (d) of this section, a person registered with the Secretary of State may change its agent for service of process, or the agent’s email or address information, solely by submitting to the Secretary of State for filing a statement of change that provides its current agent information and specifies any changes to the agent information.
(d) Bulk statement of change by agent.
(1) If an agent for service of process changes its name, email, or address information in the records of the Secretary of State, the agent may submit to the Secretary for filing a bulk statement of change that:
(A) identifies the businesses for which the agent serves as the agent for service of process and whose records the Secretary shall update to reflect the change to the agent’s information;
and (B) attests that the agent has or will promptly provide notice to each business whose record is updated pursuant to the bulk statement of change.
BILL AS PASSED BY THE HOUSE H.243 Page 33 of 227 (2) For a bulk statement of change, the Secretary of State shall collect from the agent a separate filing fee for each business whose record is amended.
(e) Agent resignation;
termination.
(1) An agent for service of process may resign as agent by submitting to the Secretary of State for filing a statement of resignation and delivering a copy of the statement to the affected business.
(2) An agency for service of process terminates on the earlier of:
(A) 30 days after the Secretary files a statement of resignation;
or (B) the date on which a statement of change designating a new agent takes effect.
(3) The Secretary shall waive the filing fee for a statement of resignation if the agent on record attests that it did not consent to serve as agent for service of process.
§ 1655.
SECRETARY OF STATE AS AGENT FOR SERVICE OF PROCESS (a) An agent for service of process appointed by a person registered with the Secretary of State is an agent for service of any process, notice, or demand required or permitted by law to be served upon the person.
(b) If a person registered with the Secretary of State fails to appoint or maintain an agent for service of process in this State as required by law, or the BILL AS PASSED BY THE HOUSE H.243 Page 34 of 227 agent for service of process cannot with reasonable diligence be found at the agent’s address, the Secretary of State is an agent of the person upon whom process, notice, or demand may be served.
(c)(1) Service of any process, notice, or demand on the Secretary of State may be made by delivering to and leaving with the Secretary of State duplicate copies of the process, notice, or demand.
(2) If the process, notice, or demand is served on the Secretary of State, the Secretary of State shall forward one of the copies by registered or certified mail, return receipt requested, to the company at its principal office or last known address.
(d) The Secretary of State shall keep a record of all processes, notices, and demands served pursuant to this section and record the time of and the action taken regarding the service.
(e) This section shall not affect the right to serve process, notice, or demand upon a person in any manner otherwise provided by law.
§ 1656.
SECRETARY OF STATE AS AGENT FOR SERVICE OF PROCESS (a) An agent for service of process appointed by a person registered with the Secretary of State is an agent for service of any process, notice, or demand required or permitted by law to be served upon the person.
BILL AS PASSED BY THE HOUSE H.243 Page 35 of 227 (b) If a person registered with the Secretary of State fails to appoint or maintain an agent for service of process in this State as required by law, or the agent for service of process cannot with reasonable diligence be found at the agent’s address, the Secretary of State is an agent of the person upon whom process, notice, or demand may be served.
(c)(1) Service of any process, notice, or demand on the Secretary of State may be made by delivering to and leaving with the Secretary of State duplicate copies of the process, notice, or demand.
(2) If the process, notice, or demand is served on the Secretary of State, the Secretary of State shall forward one of the copies by registered or certified mail, return receipt requested, to the company at its principal office or last known address.
(d) Service is effective on the earliest of:
(1) the date the person receives the process, notice, or demand;
(2) the date shown on the return receipt, if signed on behalf of the person;
or (3) five days after the process, notice, or demand is deposited by the Secretary of State for delivery by the U.S.
Postal Service, if postage is prepaid to the address of the principal office or last known address reflected in the records of the Secretary of State.
BILL AS PASSED BY THE HOUSE H.243 Page 36 of 227 (e) The Secretary of State shall keep a record of all processes, notices, and demands served pursuant to this section and record the time of and the action taken regarding the service.
(f) This section shall not affect the right to serve process, notice, or demand upon a person in any manner otherwise provided by law.
Sec.
5.
11 V.S.A.
chapter 22 is amended to read:
CHAPTER 22.
PARTNERSHIPS * * * § 3205.
EXECUTION, FILING, AND RECORDING OF STATEMENTS * * * (f) The Secretary of State shall collect a fee for filing or providing a certified copy of a statement as set forth in section 3310 1651 of this title.
* * * § 3291.
STATEMENT OF QUALIFICATION * * * (c) After the approval required by subsection (b) of this section, a partnership may only become a limited liability partnership by filing a statement of qualification.
The statement must contain:
(1) the name of the partnership;
(2) the location of the principal place of business in this State;
BILL AS PASSED BY THE HOUSE H.243 Page 37 of 227 (3) if the partnership does not have a principal place of business in this State, the name, email, and street address information of the partnership’s agent for service of process pursuant to section 1655 of this title;
(4) a statement that the partnership elects to be a limited liability partnership;
and (5) a deferred effective date, if any.
(d) The agent of a limited liability partnership for service of process must be an individual who is a resident of this State or other person authorized to do business in this State.
[Repealed.] (e) The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement or a date specified in the statement.
The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to subsection 3205(d) of this title or revoked pursuant to section 3293 of this title.
* * * § 3293.
ANNUAL REPORT (a) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this State, shall file an annual report in the Office of the Secretary of State which that contains:
BILL AS PASSED BY THE HOUSE H.243 Page 38 of 227 (1) the name of the limited liability partnership and the state or other jurisdiction under whose laws the foreign limited liability partnership is formed;
(2) the street address of the partnership’s principal office and, if different, the street address of an office in this State, if any;
and (3) if the partnership does not have an office in this State, the name, email, and street address of the partnership’s designated agent for service of process.
* * * (f) A reinstatement under subsection (e) of this section relates back to and takes effect as of the effective date of the revocation, and the partnership’s status as a limited liability partnership continues as if the revocation had never occurred.
(g) The Secretary of State shall amend its records to reflect a change, if specified in the report, to the business’s purpose, email, address, or principal information.
* * * § 3302.
STATEMENT OF FOREIGN QUALIFICATION (a) Before transacting business in this State, a foreign limited liability partnership must file a statement of foreign qualification.
The statement must contain:
BILL AS PASSED BY THE HOUSE H.243 Page 39 of 227 * * * (3) If there is no office of the partnership in this State, the name, email, and street address information of the partnership’s agent for service of process pursuant to section 1655 of this title.
(4) A deferred effective date, if any.
(b) The agent of a foreign limited liability partnership for service of process must be an individual who is a resident of this State or other person authorized to do business in this State.
[Repealed.] (c) The status of a partnership as a foreign limited liability partnership is effective on the later of the filing of the statement of foreign qualification or a date specified in the statement.
The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to subsection 3205(d) or revoked pursuant to section 3293 of this title.
(d) An amendment or cancellation of a statement of foreign qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.
§ 3303.
EFFECT OF FAILURE TO QUALIFY (a)(1) A foreign limited liability partnership 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 in effect a statement of foreign qualification.
BILL AS PASSED BY THE HOUSE H.243 Page 40 of 227 (2) The successor to a foreign limited liability partnership that transacted business in this State without a certificate of authority statement of foreign qualification in effect 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 limited liability partnership or its successor or assignee obtains files a certificate of authority statement of foreign qualification.
* * * § 3310.
FEES (a) The Secretary of State shall collect the following fees when a document described in this section is delivered to the Office of the Secretary of State for filing:
(1) Statement of authority $155.00 (2) Statement of denial $25.00 (3) Statement of dissociation $20.00 (4) Statement of dissolution $20.00 (5) Statement of merger $85.00 (6) Statement of qualification $130.00 (7) Statement of foreign qualification $170.00 (8) Amendment $45.00 BILL AS PASSED BY THE HOUSE H.243 Page 41 of 227 (9) Cancellation $10.00 (10) Annual report of domestic limited liability partnership $30.00 (11) Annual report of foreign limited liability partnership $170.00 (12) Reinstatement $45.00 (13) Statement of change of designated agent or designated office, or both $35.00 not to exceed $1,000.00 per filer per calendar year (14) Application for certificate of good standing $45.00 (15) Any other document permitted or required to be filed by this chapter $20.00 (16) Amendment – Foreign $35.00 (b) The Secretary of State shall collect the following fees:
BILL AS PASSED BY THE HOUSE H.243 Page 42 of 227 (1) $ 25.00 each time process is served on the Secretary under this chapter.
The party to a proceeding causing service of process is entitled to recover this fee as costs if he or she prevails in the proceeding.
(2) $ 25.00 for the certificate certifying the copy of any filed document related to a partnership, limited liability partnership, or a foreign limited liability partnership A person who submits a document for filing pursuant to this chapter shall pay to the Secretary of State the amount specified in section 1651 of this title.
* * * Sec.
6.
11 V.S.A.
chapter 23 is amended to read:
CHAPTER 23.
LIMITED PARTNERSHIPS * * * § 3403.
RESERVATION OF NAME (a) The exclusive right to the use of a name may be reserved by:
(1) any person intending to organize a limited partnership under this chapter and to adopt that name;
(2) any domestic limited partnership or any foreign limited partnership registered in this State which, in either case, intends to adopt that name;
(3) any foreign limited partnership intending to register in this State and adopt that name;
and BILL AS PASSED BY THE HOUSE H.243 Page 43 of 227 (4) any person intending to organize a foreign limited partnership and intending to have it registered in this State and to adopt that name.
(b) The reservation shall be made by filing with the Secretary of State an application, executed by the applicant, to reserve a specified name.
If the Secretary of State finds that the name is available for use by a domestic or foreign limited partnership, he or she shall reserve the name for the exclusive use of the applicant for a period of 120 days.
The owner of a name reserved under this section may renew the reservation for two successive periods of 120 days each.
The right to the exclusive use of a reserved name may be transferred to any other person by filing in the Office of the Secretary of State a notice of the transfer, executed by the applicant for whom the name was reserved and specifying the name and address of the transferee A person may reserve the exclusive use of a business name by delivering an application to the Secretary of State for filing pursuant to section 1652 of this title.
§ 3404.
SPECIFIED OFFICE AND AGENT Each limited partnership shall continuously maintain in this State:
(1) an office, which may but need not be a place of its business in this State, at which shall be kept the records required by section 3405 of this title to be maintained;
and (2) an agent for service of process on the limited partnership, which agent must be an individual resident of this State, a domestic corporation, BILL AS PASSED BY THE HOUSE H.243 Page 44 of 227 partnership, limited liability company, or a foreign corporation, partnership, or limited liability company authorized to do business in this State pursuant to section 1655 of this title.
* * * § 3411.
CERTIFICATE OF LIMITED PARTNERSHIP (a) In order to form a limited partnership, a certificate of limited partnership must be executed and filed in the Office of the Secretary of State.
The certificate shall set forth:
(1) the name of the limited partnership;
(2) the address of the office and the name, email, and address information of the agent for service of process required to be maintained by section 3404 of this title;
(3) the name and the business address of each general partner, and of any other principal the limited partnership provides;
(4) the name and place of residence the business address of each limited partner and the amount of cash and a description of and the agreed value of other property contributed by each limited partner;
* * * § 3420.
FEES BILL AS PASSED BY THE HOUSE H.243 Page 45 of 227 (a) The Secretary of State shall collect the following fees when a document described in this section is delivered to the Office of the Secretary of State for filing:
(1) Certificate of Limited Partnership $130.00 (2) Registration of Foreign Limited Partnership $155.00 (3) Amendment – Domestic $35.00 (4) Cancellation $25.00 (5) Merger $65.00 (6) Statement of change of designated agent or designated office, or both $35.00 not to exceed $1,000.00 per filer per calendar year (7) Application for certificate of good standing $35.00 (8) Any other document permitted or required to be filed by this chapter $20.00 BILL AS PASSED BY THE HOUSE H.243 Page 46 of 227 (9) Amendment – Foreign $35.00.
(10) Name reservation, application $20.00.
(11) Name reservation, transfer $20.00.
(12) Restated certificate of limited partnership $20.00.
(b) The Secretary of State shall collect the following fees:
(1) $25.00 each time process is served on the Secretary under this chapter.
The party to a proceeding causing service of process is entitled to recover this fee as costs if he or she prevails in the proceeding.
(2) $25.00 for the certificate certifying the copy of any filed document related to a partnership, limited liability partnership, or a foreign limited liability partnership A person who submits a document for filing pursuant to this chapter shall pay to the Secretary of State the amount specified in section of this title.
* * * § 3482.
REGISTRATION Before transacting business in this State, a foreign limited partnership shall register with the Secretary of State.
In order to register, a foreign limited partnership shall submit to the Secretary of State, in duplicate, an application for registration as a foreign limited partnership, signed and sworn to by a general partner and setting forth:
BILL AS PASSED BY THE HOUSE H.243 Page 47 of 227 (1) the name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this State;
(2) the state and date of its formation;
(3) the name, email, and address information of any agent for service of process on the foreign limited partnership whom the foreign limited partnership elects to appoint;
the agent must be an individual resident of this State, a domestic corporation, or a foreign corporation having a place of business in, and authorized to do business in, this State pursuant to section of this title;
(4) a statement that the Secretary of State is appointed the agent of the foreign limited partnership for service of process if no agent has been appointed under subdivision (3) of this section or, if appointed, the agent’s authority has been revoked or if the agent cannot be found or served with the exercise of reasonable diligence;
(5) the address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited partnership;
(6) the name and business address of each general partner, and of any other principal the foreign limited partnership provides;
and (7) the address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with BILL AS PASSED BY THE HOUSE H.243 Page 48 of 227 an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership’s registration in this State is canceled or withdrawn.
* * * § 3487.
TRANSACTION OF BUSINESS WITHOUT REGISTRATION (a)(1) A foreign limited partnership transacting business in this State may not maintain an action or proceeding or raise a counterclaim, crossclaim, or affirmative defense in this State until it has registered in this State.
(2) The successor to a foreign limited partnership that transacted business in this State without a certificate of authority registration 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 limited partnership or its successor or assignee obtains a certificate of authority has registered.
* * * Sec.
7.
11 V.S.A.
chapter 25 is amended to read:
CHAPTER 25.
LIMITED LIABILITY COMPANIES * * * § 4006.
RESERVED NAME (a)(1) A person may reserve the exclusive use of the name of a limited BILL AS PASSED BY THE HOUSE H.243 Page 49 of 227 liability company, including a fictitious or assumed name for a foreign limited liability company whose name is not available, by delivering an application to the Secretary of State for filing.
(2) The application shall state the name and address of the applicant and the name proposed to be reserved.
(3) If the Secretary of State finds that the name applied for is available, the Secretary shall reserve that name for the applicant’s exclusive use for a 120-day period.
(b) The owner of a reserved limited liability company name may renew the reservation for successive periods of 120 days each by delivering a renewal application to the Secretary of State during the 45-day period preceding the date of expiration of the reservation.
(c) The owner of a name reserved for a limited liability company may assign the reservation to another person by delivering to the Secretary of State for filing a signed notice of the assignment that states the name and address of the assignee.
(d) The owner of a reserved limited liability company name may terminate the name reservation by delivering to the Secretary of State for filing a signed notice of withdrawal of name reservation A person may reserve the exclusive use of a business name by delivering an application to the Secretary of State for filing pursuant to section 1652 of this title.
BILL AS PASSED BY THE HOUSE H.243 Page 50 of 227 § 4007.
DESIGNATED OFFICE AND AGENT (a) A limited liability company and a foreign limited liability company authorized to do business in this State shall designate and continuously maintain:
(1) a designated office for notification purposes, which may but need not be a place of its business, and may but need not be located in this State;
and (2) an agent and street address of the agent for service of process on the limited liability company in this State pursuant to section 1655 of this title.
(b) An agent for service of process shall be an individual resident of this State, a domestic corporation, another limited liability company, or a foreign corporation or foreign limited liability company authorized to do business in this State.
§ 4008.
CHANGE OF DESIGNATED OFFICE OR AGENT FOR SERVICE OF PROCESS (a) A limited liability company or foreign limited liability company may change its designated office or agent for service of process by delivering to the Secretary of State for filing a statement of change that sets forth:
its current designated office information and any change to the information.
(1) the name of the company;
BILL AS PASSED BY THE HOUSE H.243 Page 51 of 227 (2) the street address, and the mailing address if different from the street address, of its current designated office;
(3) if the current designated office is to be changed, the street address, and the mailing address if different from the street address, of the new designated office;
(4) the name and address of its current agent for service of process;
and (5) if the current agent for service of process is to be changed, the name of the new agent for service of process and the new agent’s written consent, either on the statement or attached to it, to the appointment.
(b) If an agent for service of process changes the street address of the agent’s business office, the agent may change the street address of the designated office of any limited liability company or foreign limited liability company for which the agent is the agent for service of process by notifying the company in writing of the change and signing, either manually or in facsimile, and filing with the Secretary of State a statement that complies with the requirements of subsection (a) of this section and recites that the company has been notified of the change A limited liability company or foreign limited liability company shall change its agent for service of process, or the agent’s email or address information, by delivering to the Secretary for filing a statement of change pursuant to section 1655 of this title.
§ 4009.
RESIGNATION OF AGENT FOR SERVICE OF PROCESS BILL AS PASSED BY THE HOUSE H.243 Page 52 of 227 (a) To resign as an agent for service of process of a limited liability company or foreign limited liability company, the agent shall deliver to the Secretary of State for filing a statement of resignation containing the company name and stating that the agent is resigning pursuant to section 1655 of this title.
(b) The Secretary of State shall file a statement of resignation delivered under subsection (a) of this section and mail or otherwise deliver a copy to the designated office of the limited liability company.
(c) An agency for service of process terminates on the earlier of:
(1) the 41st day after the Secretary of State files the statement of resignation;
or (2) when a record designating a new agent for service of process is delivered to the Secretary of State for filing on behalf of the limited liability company and becomes effective.
§ 4010.
SERVICE OF PROCESS (a) An agent for service of process appointed by a limited liability company or a foreign limited liability company is an agent of the company for service of any process, notice, or demand required or permitted by law to be served upon the company.
(b) If a limited liability company or foreign limited liability company fails to appoint or maintain an agent for service of process in this State or the agent BILL AS PASSED BY THE HOUSE H.243 Page 53 of 227 for service of process cannot with reasonable diligence be found at the agent’s address, the Secretary of State is an agent of the company upon whom process, notice, or demand may be served.
(c) Service of any process, notice, or demand on the Secretary of State may be made by delivering to and leaving with the Secretary of State duplicate copies of the process, notice, or demand.
If the process, notice, or demand is served on the Secretary of State, the Secretary of State shall forward one of the copies by registered or certified mail, return receipt requested, to the company at its registered office.
Service on the Secretary of State shall be returnable in not less than 30 days.
(d) The Secretary of State shall keep a record of all processes, notices, and demands served pursuant to this section and record the time of and the action taken regarding the service.
(e) This section shall not affect the right to serve process, notice, or demand upon a limited liability company or foreign limited liability company in any manner otherwise provided by law A limited liability company or foreign limited liability company is subject to the service of process provisions in section 1656 of this title.
* * * § 4012.
FEES BILL AS PASSED BY THE HOUSE H.243 Page 54 of 227 (a) The Secretary of State shall collect the following fees when a document described in this section is delivered to the Office of the Secretary of State for filing:
(1) Articles of organization $155.00 (2) Application for certificate of authority $155.00 (3) Amendment of articles or certificate of authority $35.00 (4) Cancellation of certificate of authority $25.00 (5) Application for reserved name $25.00 (6) Notice of transfer of reserved name $20.00 (7) Application for registered name $25.00 (8) Application for renewal of registered name $25.00 (9) Statement of change of designated agent or designated office, or both $35.00 and not to exceed $1,000.00 per filer per calendar year (10) Agent’s statement of resignation no fee (11) Restatement of articles of organization $25.00 (12) Articles of correction $35.00 (13) Application for certificate of existence or authorization $35.00 (14) Articles of merger $55.00 (15) Annual report of a domestic limited liability company $45.00 (16) Annual report of a foreign limited liability company $170.00 (17) Reinstatement $35.00 BILL AS PASSED BY THE HOUSE H.243 Page 55 of 227 (18) Any other document required or permitted to be filed by this chapter $20.00 (19) Articles of domestication $20.00 (20) Articles of termination $20.00 (21) Notice of withdrawal of reserved name $20.00 (22) Statement of conversion $20.00 (b) The Secretary of State shall collect the following fees:
(1) $35.00 each time process is served on the Secretary under this chapter.
The party to a proceeding causing service of process is entitled to recover this fee as costs if the party prevails in the proceeding.
(2) $25.00 for the certificate certifying the copy of any filed document relating to a limited liability company or a foreign limited liability company A person who submits a document for filing pursuant to this chapter shall pay to the Secretary of State the amount specified in section 1651 of this title.
* * * § 4023.
ARTICLES OF ORGANIZATION * * * (b) Articles of organization of a limited liability company may set forth:
(1) provisions permitted to be set forth in an operating agreement;
and (2) name, email, and address information for one or more owners, officers, or other principals of the company;
and BILL AS PASSED BY THE HOUSE H.243 Page 56 of 227 (3) other matters not inconsistent with law.
* * * § 4033.
ANNUAL REPORT FOR SECRETARY OF STATE (a) Each domestic limited liability company and each foreign limited liability company authorized to transact business in this State shall file an annual report with the Secretary of State.
The annual report shall set forth the following information:
(1) the name of the company and the state or country under whose law it is organized;
and (2) the address of its designated office;
and (3) the name, email, and address of its designated agent for service of process at that office in this State.
(b) Information in the annual report shall be current as of the date the annual report is signed on behalf of the company.
(c) The annual report shall be delivered to the Secretary of State within three months after the expiration of the company’s fiscal year.
(d) The Secretary of State shall amend its records to reflect a change, if specified in the report, to the business’s purpose, email, address, or principal information.
* * * § 4112.
APPLICATION FOR CERTIFICATE OF AUTHORITY BILL AS PASSED BY THE HOUSE H.243 Page 57 of 227 (a) A foreign limited liability company may apply for a certificate of authority to transact business in this State by delivering an application to the Secretary of State for filing.
The application shall set forth:
(1) the name of the foreign company and, if its name is unavailable for use in this State, an alternate name that satisfies the requirements of section of this title;
(2) the name of the state or country under whose law it is organized;
(3) the address of its initial designated office;
and (4) the name, email, and address information and street address, and the mailing address if different from the street address, of its designated agent for service of process in this State pursuant to section 1655 of this title.
(b) An application may set forth:
(1) provisions permitted to be included in an operating agreement;
(2) the name, email, and address information for one or more owners, officers, or other principals of the company;
and (3) other matters not inconsistent with law.
(c) A foreign limited liability company shall deliver with the completed application a certificate of existence or a document of similar import, authenticated by the Secretary of State or other official having custody of company records in the state or country under whose law it is organized, dated no not earlier than 90 days prior to filing of the application.
BILL AS PASSED BY THE HOUSE H.243 Page 58 of 227 * * * * * * Updates to Title 11A language * * * Sec.
8.
11A V.S.A.
chapter 1 is amended to read:
CHAPTER 1.
GENERAL PROVISIONS * * * § 1.20.
FILING REQUIREMENTS * * * (j)(1) Any of the terms of a plan or filed documents may be made dependent on facts ascertainable outside the plan or filed documents as follows:
(A) The manner in which the facts operate on the terms of the plan or filed document must be clearly and expressly set forth in the plan or filed document.
(B) The facts may include without limitation actions or events within the control of, or determinations made by, a part party to the plan or filing the filed document or a representative of a party to the plan or filing the filed document.
(2) As used in this section:
(A) “Filed document” means a document filed with the secretary of state Secretary of State under any provision of this title, except chapter 15 or section 16.22 of this title.
BILL AS PASSED BY THE HOUSE H.243 Page 59 of 227 (B) “Plan” means a plan of merger or share exchange.
* * * § 1.22.
FILING;
SERVICE AND COPYING FEES (a) The Secretary of State shall collect the following fees when the documents described in this section are delivered to the Office of the Secretary of State for filing:
(1) Articles of incorporation $155.00 (2) Application for reserved name $40.00 (3) Notice of transfer of reserved name $20.00 (4) Application for registered name of a foreign corporation $50.00 (5) Application for renewal of registered name of a foreign corporation $50.00 (6) Statement of change of registered agents or registered office, or both $25.00 and not to exceed $1,000.00 per filer per calendar year.
(7) Agent’s statement of resignation No fee (8) Amendment of articles of incorporation $50.00 (9) Restatement of articles of incorporation $50.00 (10) Articles of merger or share exchange $95.00 (11) Articles of dissolution $35.00 (12) Articles of revocation of dissolution $35.00 (13) Application for certificate of authority $155.00 BILL AS PASSED BY THE HOUSE H.243 Page 60 of 227 (14) Application for amended certificate of authority $50.00 (15) Application for certificate of withdrawal $25.00 (16) Annual report of a foreign corporation $250.00 (17) Annual report of a domestic corporation $60.00 (18) Application for certificate of good standing $25.00 (19) Any other document required or permitted to be filed by this title $35.00 (20) Articles of correction $20.00 (21) Articles of domestication $20.00 (22) Statement of conversion $20.00 (b) The Secretary of State shall collect a fee of $25.00 each time process is served on him or her under this title.
The party to a proceeding causing service of process is entitled to recover this fee as costs if he or she prevails in the proceeding.
(c) The Secretary of State shall collect a fee of $25.00 for copying and certifying the copy of any filed document relating to a domestic or foreign corporation.
(d) When a corporation has been involuntarily terminated for failure to file its annual report, the Secretary of State shall collect, for each year the corporation failed to file its annual report, the annual report filing fee and a reinstatement fee of $50.00 A person who submits a document for filing BILL AS PASSED BY THE HOUSE H.243 Page 61 of 227 pursuant to this title shall pay to the Secretary of State the amount specified in V.S.A.
§ 1651.
* * * § 1.40.
DEFINITIONS As used in this title:
* * * (8) “Entity” includes corporation and foreign corporation;
not-for- profit nonprofit corporation;
profit and not-for-profit nonprofit unincorporated association;
business trust, estate, partnership, trust, and two or more persons having a joint or common economic interest;
and state, United States, and foreign government.
* * * Sec.
9.
11A V.S.A.
§ 2.02 is amended to read:
§ 2.02.
ARTICLES OF INCORPORATION (a) The articles of incorporation shall set forth:
(1) a corporate name for the corporation that satisfies the requirements of section 4.01 of this title;
(2) the classes of shares, if any, and the number of shares in each class that the corporation is authorized to issue;
(3) the number of shares the corporation is authorized to issue;
BILL AS PASSED BY THE HOUSE H.243 Page 62 of 227 (4) the street address of the corporation’s initial registered office and the name and email of its initial registered agent for service of process at that office pursuant to 11 V.S.A.
§ 1655;
(5) the name and address of each incorporator;
(6) one or more classes of shares that together have unlimited voting rights;
and (7) one or more classes of shares, (which may be the same class or classes as those with voting rights), that together are entitled to receive the net assets of the corporation upon dissolution.
(b) The articles of incorporation may set forth:
(1) the names and addresses of the individuals who are to serve as the initial board of directors, and of any other principals the corporation provides;
(2) provisions not inconsistent with law regarding:
* * * Sec.
10.
11A V.S.A.
chapter 4 is amended to read:
CHAPTER 4.
NAME § 4.01.
CORPORATE HEAD NAME (a) A corporate name:
(1) shall contain the word “corporation,” “incorporated,” “company,” or “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.,” or words or abbreviations of like import in another language;
BILL AS PASSED BY THE HOUSE H.243 Page 63 of 227 (2) may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 3.01 of this title and its articles of incorporation;
(3) shall not have the word “cooperative” or any abbreviation thereof as part of its name unless the corporation is a worker cooperative corporation organized under 11 V.S.A.
chapter 8, a housing cooperative corporation organized under 11 V.S.A.
chapter 14, or the articles of incorporation contain all of the provisions required of a corporation organized as a cooperative association general cooperative corporation in 11 V.S.A.
§ 981;
and (4) shall not include any word not otherwise authorized by law.
* * * § 4.02.
RESERVED NAME (a) A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the Secretary of State for filing.
The application must set forth the name and address of the applicant and the name proposed to be reserved.
If the Secretary of State finds that the corporate name applied for is available, he or she shall reserve the name for the applicant’s exclusive use for a 120-day period.
Such 120-day period may be renewed no more than twice.
BILL AS PASSED BY THE HOUSE H.243 Page 64 of 227 (b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the Secretary of State a signed notice of the transfer that states the name and address of the transferee A person may reserve the exclusive use of a business name by delivering an application to the Secretary of State for filing pursuant to 11 V.S.A.
§ 1652.
§ 4.03.
REGISTERED NAME (a) A foreign corporation may register its corporate name, or its alternate name or corporate name with any addition required by section 15.06 of this title, if the name is distinguishable in the records of the Secretary of State from the corporate or business names that are not available under section 4.01(b)(3) of this title.
(b) A foreign corporation registers its corporate name, or its alternate name or corporate name with any addition required by section 15.06 of this title, by delivering to the Secretary of State for filing an application:
(1) setting forth its corporate name, or its alternate name or corporate name with any addition required by section 15.06 of this title, the state or country and date of its incorporation, and a brief description of the nature of the business in which it is engaged;
and (2) accompanied by a certificate of good standing or a document of similar import from the state or country of incorporation.
* * * BILL AS PASSED BY THE HOUSE H.243 Page 65 of 227 Sec.
11.
11A V.S.A.
chapter 5 is amended to read:
CHAPTER 5.
OFFICE AND AGENT § 5.01.
REGISTERED OFFICE AND REGISTERED AGENT FOR SERVICE OF PROCESS Each corporation must continuously maintain in this State:
(1) a registered office that may be the same as any of its places of business;
and (2) a registered agent for service of process pursuant to 11 V.S.A.
§ 1655, who may be:
(A) an individual who resides in this State and whose business office is identical with the registered office;
(B) a domestic corporation or nonprofit domestic corporation whose business office is identical with the registered office;
or (C) a foreign corporation or nonprofit foreign corporation authorized to transact business in this State whose business office is identical with the registered office.
§ 5.02.
CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT FOR SERVICE OF PROCESS (a) A corporation may change its registered office or registered agent for service of process information by delivering to the Secretary of State for filing a statement of change pursuant to 11 V.S.A.
§ 1655.
that sets forth:
BILL AS PASSED BY THE HOUSE H.243 Page 66 of 227 (1) the name of the corporation;
(2) the street address of its current registered office;
(3) if the current registered office is to be changed, the street address of the new registered office;
(4) the name of its current registered agent;
(5) if the current registered agent is to be changed, the name of the new registered agent and the new agent’s written consent (either on the statement or attached to it) to the appointment;
and (6) that after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical (b) If a registered agent changes the street address of the agent’s business office, the agent may change the street address of the registered office of any corporation for which he or she is the registered agent by notifying the corporation in writing of the change and signing (either manually or in facsimile) and delivering to the Secretary of State for filing a statement that complies with the requirements of subsection (a) of this section and recites that the corporation has been notified of the change.
§ 5.03.
RESIGNATION OF REGISTERED AGENT (a) A registered agent may resign his or her agency appointment by signing and delivering to the Secretary of State for filing, and the corporation at its registered office, the signed original and two exact copies of a statement of BILL AS PASSED BY THE HOUSE H.243 Page 67 of 227 resignation.
The statement may include a statement that the registered office is also discontinued.
(b) After filing the statement, the Secretary of State shall mail one copy to the registered office (if not discontinued) and the other copy to the corporation at its principal office.
(c) The agency appointment is terminated, and the registered office discontinued if so provided, on the 31st day after the date on which the statement is filed A registered agent for service of process may resign as agent by filing a statement of resignation pursuant to 11 V.S.A.
§ 1655.
§ 5.04.
SERVICE ON CORPORATION (a) The corporation’s registered agent shall be an agent of such corporation upon whom any process, notice, or demand required or permitted by law to be served upon the corporation may be served.
(b) Whenever a corporation shall fail to appoint or maintain a registered agent in this State, or whenever its registered agent cannot with reasonable diligence be found at the registered office, then the Secretary of State shall be an agent of such corporation upon whom any such process, notice or demand may be served.
Service on the Secretary of State of any such process, notice, or demand shall be made by delivering to and leaving with him or her, or with any clerk having charge of the corporation department of his or her office, duplicate copies of such process, notice, or demand.
In the event any such BILL AS PASSED BY THE HOUSE H.243 Page 68 of 227 process, notice, or demand is served on the Secretary of State, he or she shall immediately cause one of the copies thereof to be forwarded by registered or certified mail, return receipt requested, addressed to the corporation at its registered office.
(c) The Secretary of State shall keep a record of all processes, notices, and demands served upon the Secretary under this section, and shall record therein the time of such service and the Secretary’s action with reference thereto.
(d) Nothing herein contained shall limit or affect the right to serve any process, notice, or demand required or permitted by law to be served upon a corporation in any other manner now or hereafter permitted by law, or by rule A corporation is subject to the service of process provisions in 11 V.S.A.
1656.
Sec.
12.
11A V.S.A.
chapter 14 is amended to read:
CHAPTER 14.
DISSOLUTION * * * § 14.05.
EFFECT OF DISSOLUTION * * * (b) Dissolution of a corporation does not:
(1) transfer title to the corporation’s property;
(2) prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation’s share transfer records;
BILL AS PASSED BY THE HOUSE H.243 Page 69 of 227 (3) subject its directors or officers to standards of conduct different from those prescribed in chapter 8 of this title;
(4) change quorum or voting requirements for its board of directors or shareholders;
change provisions for selection, resignation, or removal of its directors or officers or both;
or change provisions for amending its bylaws;
(5) prevent commencement of a proceeding by or against the corporation in its corporate name;
(6) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution;
or (7) terminate the authority of the registered agent for service of process of the corporation.
* * * § 14.20.
INVOLUNTARY TERMINATION * * * (d) Involuntary termination of a corporation does not:
(1) prevent commencement of a proceeding against the corporation in its corporate name;
(2) abate or suspend a proceeding pending by or against the corporation on the effective date of involuntary termination;
or (3) terminate the authority of the registered agent for service of process of the corporation.
BILL AS PASSED BY THE HOUSE H.243 Page 70 of 227 * * * Sec.
13.
11A V.S.A.
chapter 15 is amended to read:
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Amendments
2 amendments- Senate Proposal of Amendment (OfficialOpens in a new window) Show changes
- Senate Proposal of Amendment (UnofficialOpens in a new window) Show changes
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Action History
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House message: Governor approved bill on May 1, 2025
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Signed by Governor on May 1, 2025
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Delivered to the Governor on April 25, 2025
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House message: House concurred in Senate proposal of amendment
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Senate proposal of amendment concurred in
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Action Calendar: Action postponed until 4/23/2025
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Action Calendar: Action postponed until 4/23/2025
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Action Calendar: Action postponed until 4/23/2025
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Rep. Cooper of Pownal moved to postpone action until 4/23/2025, which was agreed to
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Action Calendar: Senate Proposal of Amendment
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Notice Calendar: Senate Proposal of Amendment
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Senate Message: Passed in concurrence with proposal of amendment
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Read 3rd time & passed in concurrence with proposal of amendment
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New Business/Third Reading
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3rd reading ordered
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Proposal of amendment by Committee on Finance agreed to
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Read 2nd time, reported favorably with proposal of amendment by Senator Mattos for Committee on Finance
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Favorable report with proposal of amendment by Committee on Finance
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New Business/Second Reading
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Favorable report with proposal of amendment by Committee on Finance
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Second Reading
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Entered on Notice Calendar
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Read 1st time & referred to Committee on Finance
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Read third time and passed
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Action Calendar: Third Reading
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Third Reading ordered
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Report of Committee on Commerce and Economic Development, as amended, agreed to
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Report of the Committee on Commerce and Economic Development amended as recommended by the Committee on Ways and Means, as amended
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Rep. Burkhardt of South Burlington and Cooper of Pownal moved to amend the report of the Committee on Ways and Means, which was agreed to
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Rep. Burkhardt of South Burlington recommended for the Committee on Ways and Means
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Rep. Cooper of Pownal reported for the Committee on Commerce and Economic Development
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Read second time
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Action Calendar: Favorable with Amendment
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Notice Calendar: Favorable with Amendment
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Referred to Committee on Ways and Means per Rule 35(a)
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Notice Calendar: Favorable with Amendment
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Read first time and referred to the Committee on Commerce and Economic Development
Sponsors
- Kirk White · Primary
- Edye Graning · Primary
- Michael J Marcotte · Primary
Sponsorship breakdown
Export CSV (upgrade) →3 sponsors · 0 co-sponsors · 187 not signed on
Sponsors (3)
- Kirk White Democrat
- Edye Graning Democrat
- Michael J Marcotte Republican
Co-sponsors (0)
None.
Not signed on (187)
187 members have not signed on to this bill.
Show all 187 →"Not signed on" means a member has not sponsored or co-sponsored this bill — it does not imply opposition. Members flagged Voted No have a recorded No vote on this bill.
Subjects
Frequently asked questions
- Who sponsors H 243?
- H 243 is sponsored by Kirk White (Democrat), Edye Graning (Democrat), and Michael J Marcotte (Republican).
- What is the current status of H 243?
- This bill has been enacted into law. Introduced February 18, 2025. Enacted.
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- Track H 243 free on One Click Politics — get push/email alerts when it moves.
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