Vermont Statutes Title 11 Sec. 4113
Terms Used In Vermont Statutes Title 11 Sec. 4113
- Business: includes every trade, occupation, profession, and other lawful purpose, whether or not carried on for profit. See
- following: when used by way of reference to a section of the law shall mean the next preceding or following section. See
- Foreign limited liability company: means an unincorporated entity organized under laws, other than the laws of this State, which afford limited liability to its owners comparable to the liability under section 4042 of this title. See
- Personal property: All property that is not real property.
- State: means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States. See
- Transfer: includes an assignment, a conveyance, a sale, a lease, an encumbrance, including a mortgage or security interest, a gift, and a transfer by operation of law. See
§ 4113. Activities not constituting transacting business
(a) A foreign limited liability company may not transact business in this State until it obtains a certificate of authority from the Secretary of State.
(b) Except as provided in subsection (c) of this section, “doing business” or “transacting business” shall mean and include each act, power, or privilege exercised or enjoyed in this State by a foreign limited liability company.
(c) Among others, the following activities without more do not constitute transacting business for the purpose of determining whether a foreign limited liability company is required to obtain a certificate of authority under subsection (a) of this section:
(1) maintaining, defending, or settling any proceeding;
(2) holding meetings of its members or managers or carrying on any other activity concerning its internal affairs;
(3) maintaining bank accounts;
(4) maintaining offices or agencies for the transfer, exchange, and registration of the foreign company’s own securities or maintaining trustees or depositories with respect to those securities;
(5) selling through independent contractors;
(6) soliciting or obtaining orders, whether by mail or electronic means, or through employees or agents or otherwise, if the orders require acceptance outside this State before they become contracts;
(7) creating or acquiring indebtedness, mortgages, or security interests in real or personal property;
(8) securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired;
(9) owning real or personal property;
(10) conducting an isolated transaction that is not one in the course of repeated transactions of a like nature; or
(11) transacting business in interstate commerce. (Added 2015, No. 17, § 2.)