reglab/housing_qa huggingface dataset:
11 V.S.A. § 1626
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 15 - Registration of Business Entities|§ 1626. Failure to register; enforcing compliance

§ 1626. Failure to register; enforcing compliance|(a) A person who is not registered with the Secretary of State as required under this chapter 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 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.(d) If a person transacts business in this State without registering with the Secretary of State as required under this chapter, the Secretary is 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 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 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. (Amended 1961, No. 217, § 1, eff. July 13, 1961; 1981, No. 125 (Adj. Sess.), § 4; 1995, No. 179 (Adj. Sess.), § 10; 2015, No. 128 (Adj. Sess.), § C.3.)
11 V.S.A. § 1627
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 15 - Registration of Business Entities|§ 1627. Service of process

§ 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 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. (Amended 1995, No. 179 (Adj. Sess.), § 11.)
11 V.S.A. § 1628
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 15 - Registration of Business Entities|§ 1628. Certificate of cessation of business or change of business status

§ 1628. Certificate of cessation of business or change of business status|(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.(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 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. (Amended 1961, No. 217, § 1, eff. July 13, 1961; 1981, No. 125 (Adj. Sess.), § 5; 1993, No. 221 (Adj. Sess.), § 25; 1995, No. 166 (Adj. Sess.), § 15; 1995, No. 179 (Adj. Sess.), § 12.)
11 V.S.A. § 1629
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 15 - Registration of Business Entities|§ 1629. Penalties

§ 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. (Amended 1961, No. 217, § 1, eff. July 13, 1961.)
11 V.S.A. § 1630
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 15 - Registration of Business Entities|§ 1630. Process agent

§ 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 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. (Amended 1961, No. 217, § 1; eff. July 13, 1961; 1993, No. 221 (Adj. Sess.), § 26.)
11 V.S.A. § 1631
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 15 - Registration of Business Entities|§ 1631. Vacancy

§ 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 forwarded by mail prepaid by the clerk to the last known residence of such person. (Amended 1971, No. 84, § 6; 1993, No. 221 (Adj. Sess.), § 27; 2013, No. 72, § 5.)
11 V.S.A. § 1632
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 15 - Registration of Business Entities|§ 1632. Exceptions

§ 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.
11 V.S.A. § 1633
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 15 - Registration of Business Entities|§ 1633. Secretary of State as process agent

§ 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.
11 V.S.A. § 1634
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 15 - Registration of Business Entities|§ 1634. Effect of failure and neglect

§ 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 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. (Amended 1995, No. 179 (Adj. Sess.), § 13.)
11 V.S.A. § 1635
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 15 - Registration of Business Entities|§ 1635. Reregistration

§ 1635. Reregistration|(a) One or more persons doing business under a registered business name shall reregister the name every five years by filing a reregistration return with the Secretary of State with a fee of $40.00 within 60 days following the date five years after the date 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. (Added 1971, No. 48, § 2; amended 1977, No. 237 (Adj. Sess.), § 4; 1993, No. 221 (Adj. Sess.), § 28; 2003, No. 70 (Adj. Sess.), § 11, eff. March 1, 2004.)
11 V.S.A. § 1636
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 15 - Registration of Business Entities|§ 1636. Termination of business name; hearing

§ 1636. Termination of business name; hearing|(a) If the Secretary of State declines to register a business name in accordance with the provisions of subsection 1621(c) of this title, 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.(b) If, after notice and an opportunity for hearing, the Secretary or designee finds that the person is not doing business or intending to do business in this State as demonstrated by a substantive act or acts consistent with that intent, the Secretary may terminate the registration and register the business name to the applicant. If the business name is not taken by the person who requested a hearing under this section, the business name shall be available for selection by another registrant.(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. (Added 1989, No. 226 (Adj. Sess.).)
11 V.S.A. § 1637
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 15 - Registration of Business Entities|§ 1637. Authority to terminate and amend registration

§ 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 a final court order or an assurance of discontinuance, is not authorized to conduct business in this State; and (2) amend his or her 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 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 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.  (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. (Added 2015, No. 128 (Adj. Sess.), § C.2.)
11 V.S.A. § 1703
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 16 - Business Rapid Response to Declared State Disasters|§ 1703. Administration

§ 1703. Administration|(a) Notification of out-of-state business during the disaster response period.  (1) The out-of-state business that enters the State shall, upon request, provide to the Secretary of State a statement that it is in the State for purposes of responding to the disaster or emergency, which statement shall include the business's name, state of domicile, principal business address, federal tax identification number, date of entry, and contact information. (2) A registered business in the State shall, upon request, provide the information required in subdivision (1) of this subsection for any affiliate that enters the State that is an out-of-state business. (3) The notification shall also include contact information for the registered business in the State.   (b) Notification of intent to remain in State. An out-of-state business or an out-of-state employee that remains in the State after the disaster response period shall complete State and local registration, licensing, and filing requirements that ensue as a result of establishing the requisite business presence or residency in the State applicable under the existing law.(c) Procedures. The Secretary of State may adopt necessary rules, develop and issue forms or online processes, and maintain and make available an annual record of any designations pursuant to this chapter to carry out these administrative procedures. (Added 2015, No. 51, § A.1., eff. June 3, 2015.)
11 V.S.A. § 3202
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3202. Knowledge and notice

§ 3202. Knowledge and notice|(a) A person knows a fact if the person has actual knowledge of it.(b) A person has notice of a fact if the person:  (1) knows of it; (2) has received a notification of it; or (3) has reason to know it exists from all of the facts known to the person at the time in question.   (c) A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.(d) A person receives a notification when the notification:  (1) comes to the person's attention; or (2) is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.   (e) Except as otherwise provided in subsection (f) of this section, a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.(f) A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
11 V.S.A. § 3203
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3203. Effect of partnership agreement; nonwaivable provisions

§ 3203. Effect of partnership agreement; nonwaivable provisions|(a) Except as otherwise provided in subsection (b) of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. Subsection (b) of this section shall be the exclusive list of rights, duties, and provisions of this chapter which may not be varied by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.(b) The partnership agreement may not:  (1) vary the rights and duties under section 3205 of this title except to eliminate the duty under subsection 3205(e) of this title to provide copies of statements to all of the partners; (2) unreasonably restrict the right of access to books and records under subsection 3233(b) of this title; (3) eliminate the duty of loyalty under subsection 3234(b) or subdivision 3253(b)(3) of this title, but:  (A) the partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or (B) all of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;  (4) unreasonably reduce the duty of care under subsection 3234(c) or subdivision 3253(b)(3) of this title; (5) eliminate the obligation of good faith and fair dealing under subsection 3234(d) of this title, but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable; (6) vary the power to dissociate as a partner under subsection 3252(a) of this title, except to require the notice under subdivision 3251(1) of this title to be in writing; (7) vary the right of a court to expel a partner in the events specified in subdivision 3251(5) of this title; (8) vary the requirement to wind up the partnership business in cases specified in subdivision 3271(4), (5), or (6) of this title; (9) vary the law applicable to a limited liability partnership under subsection 3206(b) of this title; or (10) restrict rights of third parties under this chapter unless such third parties have agreed to be bound by such restrictions. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
11 V.S.A. § 3204
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3204. Supplemental principles of law

§ 3204. Supplemental principles of law|(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.(b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate shall be determined pursuant to 9 V.S.A. § 41a(a). (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
11 V.S.A. § 3205
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3205. Execution, filing, and recording of statements

§ 3205. Execution, filing, and recording of statements|(a) A statement may be filed in the Office of the Secretary of State. A certified copy of a statement that is filed in an office in another state may be filed in the Office of the Secretary of State. Either filing has the effect provided in this chapter with respect to partnership property located in or transactions that occur in this State.(b) A certified copy of a statement that has been filed in the Office of the Secretary of State has the effect provided for recorded statements in this chapter. A recorded statement that is not a certified copy of a statement filed in the Office of the Secretary of State does not have the effect provided for recorded statements in this chapter.(c) A statement filed by a partnership must be executed by at least two partners. Other statements must be executed by a partner or other person authorized by this chapter. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement shall personally declare under penalty of perjury that the contents of the statement are accurate.(d) A person authorized by this chapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation.(e) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.(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 of this title. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
11 V.S.A. § 3206
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3206. Governing law

§ 3206. Governing law|(a) Except as otherwise provided in subsection (b) of this section, the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership.(b) The law of this State governs relations among the partners and between the partners and the partnership and the liability of partners for an obligation of a limited liability partnership. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)
11 V.S.A. § 3207
2021 Vermont Statutes|Title 11 - Corporations, Partnerships and Associations|Chapter 22 - Partnerships|§ 3207. Partnership subject to amendment or repeal of chapter

§ 3207. Partnership subject to amendment or repeal of chapter|A partnership governed by this chapter is subject to any amendment to or repeal of this chapter. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)