reglab/housing_qa huggingface dataset:
11 V.S.A. § 15.02
2021 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 or assignee 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 that transacts business in this State without a certificate of authority is 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 certificate of authority; (2) an amount equal to the fees due under this title during the period it transacted business in this State without a certificate of authority; and (3) other penalties imposed by law.   (e) The Attorney General may maintain an action in the Civil Division of the Superior Court to collect the penalties imposed in this section and to restrain a foreign corporation not in compliance with this chapter 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; amended 2015, No. 128 (Adj. Sess.), § C.10.)
11 V.S.A. § 15.03
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 15 - Foreign Corporations|§ 15.03. Application for certificate of authority

§ 15.03. Application for certificate of authority|(a) A foreign corporation may apply for a certificate of authority to transact business in this State by delivering an application and the applicable filing fee to the Secretary of State for filing. The application must set forth:  (1) the name of the foreign corporation or, if its name is unavailable for use in this State, a corporate name that satisfies the requirements of section 15.06 of this title; (2) the name of the state or country under whose law it is incorporated; (3) its date of incorporation and period of duration; (4) the street address of its principal office; (5) the address of its registered office in this State and the name of its registered agent at that office; and (6) the names and usual business addresses of its current directors and officers.   (b) The foreign corporation shall deliver with the completed application a certificate of good standing (or a document of similar import) duly authenticated by the Secretary of State or other official having custody of corporate records in the state or country under whose law it is incorporated. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 15.04
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 15 - Foreign Corporations|§ 15.04. Amended certificate of authority

§ 15.04. Amended certificate of authority|(a) A foreign corporation authorized to transact business in this State must obtain an amended certificate of authority from the Secretary of State if it changes:  (1) its corporate name; (2) the period of its duration; or (3) the state or country of its incorporation.   (b) The requirements of section 15.03 of this title for obtaining an original certificate of authority apply to obtaining an amended certificate under this section. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 15.05
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 15 - Foreign Corporations|§ 15.05. Effect of certificate of authority

§ 15.05. Effect of certificate of authority|(a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this State; subject, however, to the right of the State to revoke the certificate as provided in this title, and to impose such restrictions as are required by law.(b) A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and except as otherwise provided by this title is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character.(c) Except as provided in subdivision 11.07(a)(3) of this title, this title does not authorize this State to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this State. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 15.06
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 15 - Foreign Corporations|§ 15.06. Corporate name of foreign corporation

§ 15.06. Corporate name of foreign corporation|(a) If the corporate name of a foreign corporation does not satisfy the requirements of section 4.01 of this title, the foreign corporation to obtain or maintain a certificate of authority to transact business in this State:  (1) may add the word "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.," to its corporate name for use in this State; or (2) may use an available trade name to transact business in this State if its corporate name is unavailable and it delivers to the Secretary of State for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the trade name.   (b) Except as authorized by subsections (c) and (d) of this section, the corporate name, including a trade name, of a foreign corporation shall be distinguishable in the records of the Secretary of State from any name granted, registered, or reserved under this chapter, or the name of any other entity, whether domestic or foreign, that is reserved, registered, or granted by or with the Secretary of State.(c) A foreign corporation may apply to the Secretary of State for authorization to use in this State the name of another corporation incorporated or authorized to transact business in this State that is not distinguishable in the records from one or more of the names described in subsection (b) of this section, by submitting to the Secretary of State a satisfactory written form indicating the other corporation's consent and change of name.(d) A foreign corporation may use in this State the name, including the trade name, of another domestic or foreign corporation that is used in this State if the other corporation is incorporated or authorized to transact business in this State and the foreign corporation:  (1) has merged with the other corporation; (2) has been formed by reorganization of the other corporation; or (3) has acquired all or substantially all of the assets, including the corporate name, of the other corporation.   (e) If a foreign corporation authorized to transact business in this State changes its corporate name to one that does not satisfy the requirements of section 4.01 of this title, it may not transact business in this State under the changed name until it adopts a name satisfying the requirements of section 4.01 and obtains an amended certificate of authority under section 15.04 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 1995, No. 179 (Adj. Sess.), § 1b, eff. Jan. 1, 1997; 2015, No. 17, § 10.)
11 V.S.A. § 15.07
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 15 - Foreign Corporations|§ 15.07. Registered office and registered agent of foreign corporation

§ 15.07. Registered office and registered agent of foreign corporation|Each foreign corporation authorized to transact business in this State 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, 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 domestic not-for-profit corporation whose business office is identical with the registered office; or (C) a foreign corporation or foreign not-for-profit corporation authorized to transact business in this State whose business office is identical with the registered office. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 15.08
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 15 - Foreign Corporations|§ 15.08. Change of registered office or registered agent of foreign corporation

§ 15.08. Change of registered office or registered agent of foreign corporation|(a) A foreign corporation authorized to transact business in this State may change its registered office or registered agent by delivering to the Secretary of State for filing a statement of change that sets forth:  (1) its name; (2) the street address of its current registered office; (3) if the current registered office is to be changed, the street address of its new registered office; (4) the name of its current registered agent; (5) if the current registered agent is to be changed, the name of its 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 his or her business office, he or she may change the street address of the registered office of any foreign 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 of change that complies with the requirements of subsection (a) of this section and recites that the corporation has been notified of the change. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 15.09
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 15 - Foreign Corporations|§ 15.09. Resignation of registered agent of foreign corporation

§ 15.09. Resignation of registered agent of foreign corporation|(a) The registered agent of a foreign corporation may resign his or her agency appointment by signing and delivering to the Secretary of State for filing the original and two exact or conformed copies of a statement of resignation. The statement of resignation may include a statement that the registered office is also discontinued.(b) After filing the statement, the Secretary of State shall attach the filing receipt to one copy and mail the copy and receipt to the registered office if not discontinued. The Secretary of State shall mail the other copy to the foreign corporation at its principal office address shown in its most recent annual report.(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 was filed. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 15.10
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 15 - Foreign Corporations|§ 15.10. Service of process on foreign corporation

§ 15.10. Service of process on foreign corporation|Service of process on a foreign corporation is governed by 12 V.S.A. subchapter 6, chapter 25 and by the Vermont Rules of Civil Procedure. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 15.20
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 15 - Foreign Corporations|§ 15.20. Withdrawal of foreign corporation

§ 15.20. Withdrawal of foreign corporation|(a) A foreign corporation authorized to transact business in this State may not withdraw from this State until it obtains a certificate of withdrawal from the Secretary of State.(b) A foreign corporation authorized to transact business in this State may apply for a certificate of withdrawal by delivering an application to the Secretary of State for filing. The application must set forth:  (1) the name of the foreign corporation and the name of the state or country under whose law it is incorporated; (2) that it is not transacting business in this State and that it surrenders its authority to transact business in this State; (3) that it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact or was transacting without authorization business in this State; (4) a mailing address to which the Secretary of State may mail a copy of any process served on him or her under subdivision (3) of this subsection; (5) a commitment to notify the Secretary of State for the next seven years of any change in its mailing address; and (6) any additional information required by the Secretary of State as necessary or appropriate to determine and assess any unpaid fees due to the State under this chapter and payable by the foreign corporation.   (c) After the withdrawal of the corporation is effective, service of process on the Secretary of State under this section is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the foreign corporation at the mailing address set forth under subsection (b) of this section or otherwise perfect service under section 15.10 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 15.32
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 15 - Foreign Corporations|§ 15.32. Appeal from involuntary termination

§ 15.32. Appeal from involuntary termination|(a) If the Secretary of State does not cancel the termination of a certificate of authority of a foreign corporation pursuant to section 15.30 of this title, such foreign corporation may appeal the Secretary of State's termination of its certificate of authority to the Superior Court in Washington County or in the county in which the foreign corporation's principal office in Vermont is located within 90 days after service of the notice of such termination is perfected under section 15.10 of this title. The foreign corporation appeals by petitioning the Court to set aside the termination and attaching to the petition copies of its certificate of authority and the Secretary of State's notice of termination.(b) The Court may summarily order the Secretary of State to reinstate the certificate of authority or may take any other action the court considers appropriate.(c) The Court's final decision may be appealed as in other civil proceedings. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 15.33
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 15 - Foreign Corporations|§ 15.33. Involuntary termination by judicial proceeding

§ 15.33. Involuntary termination by judicial proceeding|Upon petition by the Attorney General, the Superior Court of Washington County may terminate the certificate of authority of a foreign corporation if it is established that the corporation has continued to exceed or abuse the authority conferred upon it under the laws of this State. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 16.01
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 16 - Records and Reports|§ 16.01. Corporate powers

§ 16.01. Corporate powers|(a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and records of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.(b) A corporation shall maintain appropriate accounting records.(c) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each.(d) A corporation shall maintain its records in written form or in another form, including electronic form, capable of conversion into written form within a reasonable time.(e) A corporation shall keep a copy of the following records at its principal office (or, if none in this State, then the registered office):  (1) its articles or restated articles of incorporation and all amendments to them currently in effect; (2) its bylaws or restated bylaws and all amendments to them currently in effect; (3) resolutions adopted by its board of directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding; (4) the minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting; (5) all written or electronic communications to shareholders generally within the past three years, including the financial statements furnished for the past three years under section 16.20 of this title; (6) a list of the names and business addresses of its current directors and officers; and (7) its most recent annual report delivered to the Secretary of State under section 16.22 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 100, eff. June 6, 2008.)
11 V.S.A. § 16.02
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 16 - Records and Reports|§ 16.02. Inspection of records by shareholders

§ 16.02. Inspection of records by shareholders|(a) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, or, if none in this State, the registered office, any of the records of the corporation described in subsection 16.01(e) of this title if the shareholder gives the corporation written notice of the shareholder's demand at least five business days before the date on which the shareholder wishes to inspect and copy. A shareholder of a close corporation as defined in section 20.02 of this title is also entitled to inspect and copy, pursuant to this subsection, such corporation's record of shareholders.(b) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (c) of this section and gives the corporation written notice of his or her demand at least five business days before the day on which he or she wishes to inspect and copy:  (1) accounting records of the corporation; and (2) the record of shareholders.   (c) A shareholder may inspect and copy the records described in subsection (b) of this section only if:  (1) the shareholder establishes that the shareholder's demand is made in good faith and for a proper purpose; (2) the shareholder describes with reasonable particularity the shareholder's purpose and the records the shareholder desires to inspect; and (3) the records are directly connected with the shareholder's purpose.   (d) The right of inspection granted by this section may not be abolished or limited by a corporation's articles of incorporation or bylaws.(e) This section does not affect:  (1) the right of a shareholder to inspect records under section 7.20 of this title or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; (2) the power of a court, independently of this title, to compel the production of corporate records for examination.   (f) For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or by a nominee on his or her behalf. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 16.03
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 16 - Records and Reports|§ 16.03. Scope of inspection right

§ 16.03. Scope of inspection right|(a) A shareholder's agent or attorney has the same inspection and copying rights as the shareholder he or she represents.(b) The right to copy records under section 16.02 of this title includes, if reasonable, the right to receive copies made by photocopy, or other means.(c) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production or reproduction of the records.(d) The corporation may comply with a shareholder's demand to inspect the record of shareholders under subsection 16.02(a) and subdivision 16.02(b)(2) of this title by providing the shareholder with a list of its shareholders that was compiled no earlier than the date of the shareholder's demand. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)
11 V.S.A. § 16.04
2021 Vermont Statutes|Title 11A - Vermont Business Corporations|Chapter 16 - Records and Reports|§ 16.04. Court-ordered inspection

§ 16.04. Court-ordered inspection|(a) If a corporation does not allow a shareholder who complies with subsection 16.02(a) of this title to inspect and copy any records required by that subsection to be available for inspection, the Superior Court of the county where the corporation's principal office (or, if none in this State, then the registered office) is located may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the shareholder.(b) If the corporation does not within a reasonable time allow shareholders to inspect and copy any other record, the shareholder who complies with subsections 16.02(b) and (c) of this title may apply to the Superior Court of the county where the corporation's principal office (or, if none in this State, then the registered office) is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.(c) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the shareholder's costs (including reasonable counsel fees) incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded.(d) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use and distribution of the records by the demanding shareholder. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)