11A V.S.A. § 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.