2013 Vermont Statutes
Title 11 Corporations, Partnerships and Associations
Chapter 21 LIMITED LIABILITY COMPANIES
§ 3139 Effect of failure to obtain certificate of authority
3139. Effect of failure to obtain certificate of authority
(a) A foreign limited liability company transacting business in this state may not maintain a proceeding or raise a counterclaim, cross-claim or affirmative defense in any court in this state until it obtains a certificate of authority to transact business in this state.
(b) The failure of a foreign limited liability company to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the company or prevent the foreign limited liability company from defending an action or proceeding in this state.
(c) Limitations on personal liability of managers, members and their transferees are not waived solely by transacting business in this state without a certificate of authority.
(d) If a foreign limited liability company transacts business in this state without a certificate of authority, it appoints the secretary of state as its agent for service of process for claims arising out of the transaction of business in this state. (Added 1995, No. 179 (Adj. Sess.), 4.)
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