Vermont Certificate of Authority / Who must file
Who needs a Vermont certificate of authority
Before an out-of-state entity transacts business in Vermont it needs a certificate of authority, which costs from $155. The statute defines the activity as each act, power or privilege exercised or enjoyed in Vermont by a foreign limited liability company and carves 11 listed activities out of it. Deciding which side your entity is on is a legal judgment; bring it to a Vermont business lawyer.
What sets off the requirement?
Acts, powers or privileges exercised in Vermont, which is the definition in full. The statute then lists activities that do not count when done without more. Summed up: 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.
The list of activities left out
The statute 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 carve-outs, sorted into themes
| Theme | What the list covers |
|---|---|
| Lawsuits and governance | Handling a dispute in court; owner and manager meetings; other internal matters |
| Money | Accounts at banks; borrowing against property; recovering debts and enforcing the security for them; offices handling the entity's own securities |
| Sales | Selling through independent contractors; soliciting orders that bind only on acceptance outside Vermont; interstate commerce |
| Property and single deals | Owning assets; a single deal that is not part of a repeated pattern |
Is the corporation test different?
No. The Secretary of State prints a parallel list for corporations, with one extra item about loans that a foreign savings bank or banking corporation makes together with a Vermont bank or trust company. The duty is worded the same way for both entity types.
How far does the list protect you?
Less far than it first appears. The Secretary of State cautions that an entity whose activities only include some of the listed ones, without being confined to them, gets no exemption. The list also opens with "among others", which makes it a set of examples and not a boundary.
Scenarios that come up
Bank accounts in Vermont and ownership of property here are both on the list. So are orders accepted at the home office. A shop, a warehouse or employees working in Vermont do not appear on it, and the general definition governs them. Remote employees, a single large contract and ecommerce shipped into Vermont depend on the facts.
Entities that file something else
Not every business form takes a certificate. Individuals trading under a name, general partnerships and unincorporated nonprofit associations file a business name, and Vermont has no statute for business trusts. Banks, insurers, securities firms and captives may owe the Department of Financial Regulation a separate registration, and an insurer licensed by the Commissioner of Financial Regulation does not file with the Secretary of State at all.
The cost of guessing wrong
An entity that should have filed owes $50 per day up to $10,000 per year, with fees due for the period. On the litigation side, 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.
Facts worth gathering
Gather where orders are accepted, what the entity owns or rents in Vermont, who works there and how long this has gone on. Those are the facts the definition and the list turn on.
What the entity type changes and what it does not
The test looks at acts in Vermont, and a corporation, an LLC and a nonprofit that do the same things there meet the same definition. Where the type matters is after the decision: the fee, the paper and the report schedule.
What the certificate does not give
A certificate does not authorize the company to engage in any business or exercise any power that a Vermont LLC may not engage in or exercise.
A note on dates
The penalty is counted in days, so the date the entity first transacted business in Vermont matters more than any other fact. Gather that date along with the facts above.
If you decide to file
We prepare the filing for your type of entity for $199. The full guide shows each step.
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.
Who must file questions
Is there a fee to find out whether I need a certificate?
No. The Secretary of State publishes the rule and the list.
Do remote workers trigger the requirement?
The list does not mention them, so the answer turns on the facts.
Does owning Vermont property alone require registration?
Owning property with nothing more is on the list.
What does skipping a required certificate cost?
$50 per day to $10,000 per year.
Does a Vermont bank account require registration?
Bank accounts appear among the activities that do not count when done without more.
Do corporations follow a different test?
No. The Secretary of State uses parallel exceptions.
Does one sale into Vermont require registration?
A single transaction outside any repeated pattern is on the list. Repeated sales are different.
What it costs
Get your Vermont certificate
+ $155 state filing fee
$155 is Vermont's fee for an LLC. Each other type of entity has its own fee, listed on the fees page. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
$199
Vermont Certificate of Authority
- An application written for your type of entity from your replies
- The home paper, requested so it is in date when we file
- A Vermont process agent, ours or yours
- The certificate of authority Vermont issues, forwarded to you
- Renewal: after the first year, 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
- 11A V.S.A. 15.03, application for certificate of authority
- Vermont Secretary of State, foreign registration
- 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
Which Vermont certificate do you need?
Tell us what kind of entity you are and we write the filing that fits it.