{"data":{"id":"us-vt/11b-v.s.a.-15.02","jurisdiction":"us-vt","citation":"11B V.S.A. § 15.02","heading":"Consequences of transacting business without authority","body":"(a) A foreign corporation transacting business in this State without a certificate of authority 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.\n(b) The successor to a foreign corporation 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 corporation or its successor or assignee obtains a certificate of authority.\n(c) A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.\n(d) A foreign corporation that transacts business in this State without a certificate of authority is 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 title during the period it transacted business in this State without a certificate of authority; and\n(3) other penalties imposed by law.\n(e) The Attorney General may file an action in the Civil Division of Superior Court to collect the penalties due under this subsection and to restrain a foreign corporation not in compliance with this chapter from doing business within this State.\n(f) Notwithstanding subsections (a) and (b) of this section, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this State.","path":["Title 11B: Nonprofit Corporations","Chapter 015: Foreign Corporations","Subchapter 001: CERTIFICATE OF AUTHORITY"],"source_url":"https://legislature.vermont.gov/statutes/fullchapter/11B/015","current_through":"2025 session","vintage":"","retrieved_at":"2026-09-05T16:18:57Z","sha256":"eafc97001accfce34ee5b24c2bb94aad617a93f956c89024b268e5b2ea8def81","source_id":"us-vt","stale":false,"prev":"us-vt/11b-v.s.a.-15.01","next":"us-vt/11b-v.s.a.-15.03"},"notice":"GroundRules: Original legal text. Not legal advice."}