reglab/housing_qa huggingface dataset:
11 V.S.A. § 14.21
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 14 - Dissolution|§ 14.21. Procedure for and effect of involuntary termination

§ 14.21. Procedure for and effect of involuntary termination|(a) Upon determining that one or more grounds exist under section 14.20 of this title for dissolving a corporation, the Secretary of State shall serve the corporation with written notice of that determination under section 5.04 of this title.(b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within at least 60 days after service of the notice is perfected under section 5.04 of this title, the Secretary of State may administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the corporation under section 5.04 of this title, and in the case of a public benefit corporation shall notify the Attorney General in writing.(c) A corporation involuntarily dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under section 14.05 of this title and notify its claimants under sections 14.06 and 14.07 of this title.(d) The involuntarily dissolution of a corporation does not terminate the authority of its registered agent. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 14.22
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 14 - Dissolution|§ 14.22. Reinstatement following involuntary dissolution

§ 14.22. Reinstatement following involuntary dissolution|(a) A corporation involuntarily dissolved that has not distributed its assets under section 14.21 of this title may apply to the Secretary of State for reinstatement upon payment of $25.00 for each year the corporation is delinquent. The application must:  (1) recite the name of the corporation and the effective date of its involuntary dissolution; (2) state that the ground or grounds for dissolution either did not exist or have been eliminated; (3) state that the corporation's name satisfies the requirements of section 4.01 of this title.   (b) If the Secretary of State determines that the application contains the information required by subsection (a) of this section and that the information is correct, the Secretary of State shall cancel the certificate of dissolution and prepare a certificate of reinstatement reciting that determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under section 5.04 of this title.(c) When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation shall resume carrying on its activities as if the administrative dissolution had never occurred. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 14.23
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 14 - Dissolution|§ 14.23. Appeal from denial of reinstatement

§ 14.23. Appeal from denial of reinstatement|(a) The Secretary of State, upon denying a corporation's application for reinstatement following involuntary dissolution, shall serve the corporation under section 5.04 of this title with a written notice that explains the reason or reasons for denial.(b) The corporation may appeal the denial of reinstatement to the Superior Court of Washington County within 90 days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State's certificate of dissolution, the corporation's application for reinstatement, and the Secretary of State's notice of denial.(c) The court may summarily order the Secretary of State to reinstate the dissolved corporation or may take other action the court considers appropriate.(d) The court's final decision may be appealed as in other civil proceedings. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 14.30
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 14 - Dissolution|§ 14.30. Grounds for judicial dissolution

§ 14.30. Grounds for judicial dissolution|(a) The Superior Court may dissolve a corporation:  (1) in a proceeding by the Attorney General if it is established that:  (A) the corporation obtained its articles of incorporation through fraud; (B) the corporation has continued to exceed or abuse the authority conferred upon it by law; (C) the corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or (D) the corporation is a public benefit corporation and is no longer able to carry out its purposes;  (2) in a proceeding by 50 members or members holding five percent of the voting power, whichever is less, or by a director or any person specified in the articles, if it is established that:  (A) the directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to breach the deadlock; (B) the directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive, or fraudulent; (C) the members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired; (D) the corporate assets are being misapplied or wasted; or (E) the corporation is a public benefit corporation and is no longer able to carry out its purposes;  (3) in a proceeding by a creditor if it is established that:  (A) the creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or (B) the corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or  (4) in a proceeding by the corporation to have its voluntary dissolution continued under court supervision.   (b) Prior to dissolving a corporation, the court shall consider whether:  (1) there are reasonable alternatives to dissolution; (2) dissolution is in the public interest, if the corporation is a public benefit corporation; (3) dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 14.31
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 14 - Dissolution|§ 14.31. Procedure for judicial dissolution

§ 14.31. Procedure for judicial dissolution|(a) Venue for a proceeding by the Attorney General to dissolve a corporation lies in the Superior Court of Washington County. Venue for a proceeding brought by any other party named in section 14.30 of this title lies in the county where a corporation's principal office (or, if none in this State, its registered office) is or was last located.(b) It is not necessary to make directors or members parties to a proceeding to dissolve a corporation unless relief is sought against them individually.(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the activities of the corporation until a full hearing can be held.(d) A person other than the Attorney General who brings an involuntary dissolution proceeding for a public benefit corporation shall forthwith give written notice of the proceeding to the Attorney General who may intervene. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 14.32
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 14 - Dissolution|§ 14.32. Receivership or custodianship

§ 14.32. Receivership or custodianship|(a) A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located.(b) The court may appoint an individual, or a domestic or foreign business or nonprofit corporation (authorized to transact business in this state) as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.(c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:  (1) the receiver:  (A) may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; provided, however, that the receiver's power to dispose of the assets of the corporation is subject to any trust and other restrictions that would be applicable to the corporation; and (B) may sue and defend in the receiver's or custodian's name as receiver or custodian of the corporation in all courts of this State;  (2) the custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its members and creditors.   (d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its members, and creditors.(e) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver's or custodian's counsel from the assets of the corporation or proceeds from the sale of the assets. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 14.33
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 14 - Dissolution|§ 14.33. Decree of dissolution

§ 14.33. Decree of dissolution|(a) If after a hearing the court determines that one or more grounds for judicial dissolution described in section 14.30 of this title exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of State, who shall file it.(b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's affairs in accordance with section 14.05 of this title and the notification of its claimants in accordance with sections 14.06 and 14.07 of this title. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 14.40
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 14 - Dissolution|§ 14.40. Deposit with State Treasurer

§ 14.40. Deposit with State Treasurer|Assets of a dissolved corporation that should be transferred to a creditor, claimant, or member of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash subject to known trust restrictions and deposited with the State Treasurer for safekeeping; provided, however, that in the State Treasurer's discretion property may be received and held in kind. When the creditor, claimant, or member furnishes satisfactory proof of entitlement to the amount deposited or property held in kind, the State Treasurer shall deliver to the creditor, member, or other person or his or her representative that amount or property. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 15.01
2021 Vermont Statutes|Title 11B - Nonprofit Corporations|Chapter 15 - Foreign Corporations|§ 15.01. Authority to transact business required

§ 15.01. Authority to transact business required|(a) A foreign corporation may not transact business in this State until it obtains a certificate of authority from the Secretary of State.(b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a) of this section:  (1) maintaining, defending, or settling any proceeding; (2) holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs; (3) maintaining bank accounts; (4) maintaining offices or agencies for the transfer, exchange, and registration of memberships or securities or maintaining trustees or depositaries with respect to those securities; (5) selling through independent contractors; (6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts; (7) creating or acquiring indebtedness, mortgages, and security interests in real or personal property; (8) securing or collecting debts or enforcing mortgages and security interests in property securing the debts; (9) owning, without more, real or personal property; (10) conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature; (11) transacting business in interstate commerce. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 15.02
2021 Vermont Statutes|Title 11B - Nonprofit 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 file an action in the Civil Division of Superior Court to collect the penalties due under this subsection 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 or prevent it from defending any proceeding in this State. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2015, No. 128 (Adj. Sess.), § C.11.)
11 V.S.A. § 15.03
2021 Vermont Statutes|Title 11B - Nonprofit 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 to the Secretary of State. 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) the 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; (6) the names and usual business or home addresses of its current directors and officers; (7) whether the foreign corporation has members; and (8) whether the corporation, if it had been incorporated in this State, would be a public benefit or mutual benefit corporation.   (b) The foreign corporation shall deliver with the completed application a certificate of existence (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 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 15.04
2021 Vermont Statutes|Title 11B - Nonprofit 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 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 15.05
2021 Vermont Statutes|Title 11B - Nonprofit 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.(b) A foreign corporation with a valid certificate of authority has the same rights and enjoys the same 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 subsection 11.07(a) 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 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 15.06
2021 Vermont Statutes|Title 11B - Nonprofit 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 must be distinguishable upon the records of the Secretary of State from reserved or registered trade names or corporate names.(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 upon the records from the name applied for 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 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 15.07
2021 Vermont Statutes|Title 11B - Nonprofit 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 with the same address as that of its registered agent; and (2) a registered agent, who may be:  (A) an individual who resides in this State and whose office is identical with the registered office; (B) a domestic business or nonprofit corporation whose office is identical with the registered office; or (C) a foreign business or nonprofit corporation authorized to trans- act business in this State whose office is identical with the registered office. (Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
11 V.S.A. § 15.08
2021 Vermont Statutes|Title 11B - Nonprofit 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 office of its registered agent will be identical.   (b) If a registered agent changes the street address of its business office, the agent may change the address of the registered office of any foreign corporation for which the agent 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 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)