{"data":{"id":"us-vt/11-v.s.a.-4119","jurisdiction":"us-vt","citation":"11 V.S.A. § 4119","heading":"Effect of failure to obtain certificate of authority","body":"(a)(1) A foreign limited liability company transacting business in this State 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 to transact business in this State.\n(2) The successor to a foreign limited liability company 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 limited liability company or its successor or assignee obtains a certificate of authority.\n(b) The failure of a foreign limited liability company to have a certificate of authority to transact business in this State does not impair the validity of a contract or act of the company or prevent the foreign limited liability company from defending an action or proceeding in this State.\n(c) A member or manager of a foreign limited liability company is not liable for the debts, obligations, or other liabilities of the company solely because the company transacted business in this State without a certificate of authority.\n(d) If a foreign limited liability company transacts business in this State without a certificate of authority, it appoints the Secretary of State as its agent for service of process for claims arising out of the transaction of business in this State.\n(e) A foreign limited liability company that transacts business in this State without a certificate of authority 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 certificate of authority;\n(2) an amount equal to the fees due under this chapter during the period it transacted business in this State without a certificate of authority; and\n(3) other penalties imposed by law.","path":["Title 11: Corporations, Partnerships and Associations","Chapter 025: Limited Liability Companies","Subchapter 008: FOREIGN LIMITED LIABILITY COMPANIES"],"source_url":"https://legislature.vermont.gov/statutes/section/11/025/04119","current_through":"2025 session","vintage":"","retrieved_at":"2026-09-05T16:01:21Z","sha256":"6f10caccd7f91a3abdc9cdae8b83681b8ced207e17976aa6d5a7ea593d4eb579","source_id":"us-vt","stale":false,"prev":"us-vt/11-v.s.a.-4118","next":"us-vt/11-v.s.a.-4120"},"notice":"GroundRules: Original legal text. Not legal advice."}