2023 Vermont Statutes › Title 11A - Vermont Business Corporations › Chapter 15 - Foreign Corporations › § 15.30. Involuntary termination

§ 15.30. Involuntary termination
(a) The Secretary of State shall terminate the certificate of authority of a foreign corporation if:
(1) the foreign corporation fails to deliver its annual report to the Secretary of State as required by section 16.22 of this title;
(2) the foreign corporation does not pay any franchise taxes or penalties imposed by this title or other law;
(3) the foreign corporation is without a registered agent or registered office in this State;
(4) the foreign corporation fails to inform the Secretary of State under section 15.08 or 15.09 of this title that its registered agent or registered office has changed;
(5) a material misrepresentation is knowingly made in a signed document delivered to the Secretary of State for filing;
(6) the Secretary of State receives a duly authenticated certificate from the Secretary of State or other official having custody of corporation records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or terminated or disappeared as the result of a merger;
(7) the foreign corporation has failed to comply with subdivision 11.07(a)(3) of this title requiring it to file articles of merger where it is the survivor of a merger with a domestic corporation; or
(8) the Commissioner of Taxes notifies the Secretary of State that a foreign corporation has failed to make a return, to pay a tax, to file a bond, or to do any other act required to be done under the provisions of 32 V.S.A. chapter 211.
(b) The Secretary of State shall serve the foreign corporation with written notice of termination of its certificate of authority under section 15.10 of this title, setting out each deficiency.
(c) The authority of a foreign corporation to transact business in this State ceases on the date shown on the notice terminating its certificate of authority. Termination of a foreign corporation’s certificate of authority does not terminate the authority of the registered agent of the corporation.
(d) The Secretary of State’s termination of a foreign corporation’s certificate of authority appoints the Secretary of State the foreign corporation’s agent for service of process in any proceeding based on a cause of action that arose during the time the foreign corporation was authorized to transact or was transacting without authorization business in this State. Service of process on the Secretary of State under this subsection is service on the foreign corporation. Upon receipt of process, the Secretary of State shall mail a copy of the process to the secretary of the foreign corporation at its principal office shown in its most recent annual report or in any subsequent communication received from the corporation stating the current mailing address of its principal office, or, if none is on file, in its application for a certificate of authority, or otherwise perfect service under section 15.10 of this title.
(e) If the foreign corporation corrects each ground for termination and demonstrates to the reasonable satisfaction of the Secretary of State that each ground cited in the notice of termination does not exist, and pays to the Secretary of State a fee of $25.00 for each year it is delinquent, the secretary may cancel the termination and prepare a certificate of reinstatement, file the original of the certificate, and serve a copy on the corporation under section 15.10 of this title.
(f) When the reinstatement is effective, reinstatement shall relate back to and take effect as of the effective date of the foreign corporation’s involuntary termination under this section as if the involuntary termination had never occurred.
(g) A foreign corporation shall lose the right to retain its registered name, if its annual report required under subsection (a) of this section is not filed on or before five years after the date that the report is due, and if another domestic or foreign corporation files a request for the name with the Secretary of State. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2019, No. 131 (Adj. Sess.), § 46.)