{"data":{"id":"us-vt/11-v.s.a.-3303","jurisdiction":"us-vt","citation":"11 V.S.A. § 3303","heading":"Effect of failure to qualify","body":"(a)(1) A foreign limited liability partnership transacting business in this State may not maintain an action or proceeding or raise a counterclaim, crossclaim, or affirmative defense in this State unless it has in effect a statement of foreign qualification.\n(2) The successor to a foreign limited liability partnership that transacted business in this State without a statement of foreign qualification in effect 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 limited liability partnership or its successor or assignee files a statement of foreign qualification.\n(b) The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification does not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in this State.\n(c) A limitation on personal liability of a partner is not waived solely by transacting business in this State without a statement of foreign qualification.\n(d) If a foreign limited liability partnership transacts business in this State without a statement of foreign qualification, the Secretary of State is its agent for service of process with respect to a right of action arising out of the transaction of business in this State.\n(e) A foreign limited liability partnership that transacts business in this State without a statement of foreign qualification shall be liable to the State for:\n(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 statement of foreign qualification;\n(2) an amount equal to the fees due under this chapter during the period it transacted business in this State without a statement of foreign qualification; and\n(3) other penalties imposed by law.","path":["Title 11: Corporations, Partnerships and Associations","Chapter 022: Partnerships","Subchapter 011: FOREIGN LIMITED LIABILITY PARTNERSHIP"],"source_url":"https://legislature.vermont.gov/statutes/section/11/022/03303","current_through":"2025 session","vintage":"","retrieved_at":"2026-09-05T16:00:21Z","sha256":"f164f13f8474f2d23bb0b2b918e6b582f336816ba8804ed217ac02b12b8cd09a","source_id":"us-vt","stale":false,"prev":"us-vt/11-v.s.a.-3302","next":"us-vt/11-v.s.a.-3304"},"notice":"GroundRules: Original legal text. Not legal advice."}