2013 Vermont Statutes
Title 11A Vermont Business Corporations
Chapter 15 FOREIGN CORPORATIONS
§ 15.02 Consequences of transacting business without authority

15.02. Consequences of transacting business without authority

(a) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding or raise a counterclaim, crossclaim or affirmative defense in any court in this state until it obtains a certificate of authority.

(b) The successor to a foreign corporation that transacted business in this state without a certificate of authority 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 corporation or its successor obtains a certificate of authority.

(c) A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.

(d) A foreign corporation is liable to the state for:

(1) a civil penalty of $50.00 for each day, but not to exceed a total of $1,000.00 for each year, it transacts business in this state without a certificate of authority;

(2) an amount equal to all fees that would have been imposed under this chapter during the years, or parts thereof, it transacted business in this state without a certificate of authority; and

(3) such other penalties as are imposed by law. The attorney general may collect all penalties due under this subsection.

(e) Upon petition of the attorney general, a foreign corporation not in compliance with this chapter, and its officers and agents, may be enjoined by the courts of this state from doing business within this state.

(f) Notwithstanding subsections (a) and (b) of this section, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts, to the extent they are otherwise in compliance with law, or prevent it from defending any proceeding in this state. (Added 1993, No. 85, 2, eff. Jan. 1, 1994.)