11 V.S.A. § 860: Authority to transact business

(a) A foreign professional corporation may not transact business in this State until it obtains a certificate of authority from the Secretary of State.

(b) A foreign professional corporation may not obtain a certificate of authority, unless:

(1) its corporate name satisfies the requirements of section 825 of this title;

(2) it is incorporated for one or more of the purposes described in section 821 of this title; and

(3) all of its shareholders, not less than one-half of its directors, and all of its officers, other than its secretary and treasurer (if any), are licensed in one or more states to render a professional service described in its articles of incorporation, except as provided in section 881 of this title.