Foreign Business Registration

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If you are registered in another U.S. state or foreign country, and wish to conduct or transact business in Vermont, you will have to apply for the authority to operate in Vermont as a foreign (i.e. non-Vermont) business or nonprofit entity. Please choose the appropriate form based on your business or nonprofit type.

Please Note: You will be required to provide us with a recent Certificate of Good Standing (or equivalent) from your home state (valid no later than 30 days from the date of filing).

Exceptions

Under 11A V.S.A. § 15.01, the following activities alone do not constitute transacting business for the purpose of determining whether a corporation is required to register with the Vermont Secretary of State:

  • Maintaining, defending, or settling any proceeding.
  • Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs.
  • Maintaining bank accounts.
  • Maintaining offices or agencies for the transfer, exchange, and registration of the corporation’s own securities or maintaining trustees or depositories with respect to those securities.
  • Selling through independent contractors.
  • Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.
  • Creating or acquiring indebtedness, mortgages, and security interests in real or personal property.
  • Without limiting the generality of the other provisions of this section, making, purchasing and servicing loans if the corporation is a foreign savings bank or a foreign corporation doing a banking business and it participates with a banking corporation or a trust company of this state.
  • Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.
  • Owning real or personal property.
  • Conducting an isolated transaction that is not one in the course of repeated transactions of a like nature.
  • Transacting business in interstate commerce.
      

Foreign Financial Business Entities

While you may meet one or more the the exceptions listed above for registration with the Vermont Office of the Secretary of State; if you are a foreign banking, insurance, securities, or captives business or nonprofit entity, you may still be required, under state law, to register with the Vermont Department of Financial Regulation (DFR) in order to operate in this state.  

Please visit the DFR at www.dfr.vermont.gov, or call 802-828-3301 for more information.
  

Foreign Trade Names & General Partnerships Doing Business in Vermont

Under Vermont Law, there is no distinction between domestic and foreign trade names or general partnerships. If you do business in another state using a fictitious name, and would like to do business in Vermont, you simply register as a new trade name or general partnership with the state of Vermont.

Please see “Trade Name (DBA)” or Partnerships” for registration instructions.
  

Foreign Business Entity Law

  • Profit Corporations: please visit Title 11A Ch.15 of the Vermont Statutes Online for more information.
  • Nonprofit Corporations: please visit Title 11B Ch.15 of the Vermont Statutes Online for more information.
  • Mutual Benefit Enterprises: please visit Title 11C Ch.14 of the Vermont Statutes Online for more information.
  • Limited Liability Companies: please visit Title 11 Ch.21 SubCh.10 of the Vermont Statutes Online for more information.
  • Limited Liability Partnerships: please visit Title 11 Ch.22 SubCh.11 of the Vermont Statutes Online for more information.
  • Limited Partnerships: please visit Title 11 Ch.23 SubCh.9 of the Vermont Statutes Online for more information.
      

Registration Fees

Please see “Fees & Filings” for the costs of registration.

Duration of Registration

Once registered, you must renew a nonprofit entity registration every two years—or a profit entity registration every year. For renewal information, please see “Annual/Biennial Reports.”

 

Registering a Foreign Business Entity: Online or by Mail

Do not invest in websites, signs, business cards, or other marketing materials until you receive a certificate confirming the availability and your ownership of the requested name.

The state of Vermont operates under a “deceptively similar” standard. Under this standard, if the requested name is too similar to an already registered name, such that it would confuse the public as to whom they are dealing with, it will be rejected.

All registrations with the Office of the Secretary of State are subject to name availability rules. Please search our online database for your desired business name to avoid any obvious conflicts.

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Online Registration

Online registration is the preferred method. There is no extra fee and turnaround times are much faster. For information and instructions about online registration, please see our Online Registration Guide. To begin your online registration, please visit the Online Business Service Center:

Please Note: Please be prepared to upload a recent Certificate of Good Standing (or equivalent) from your home state (valid no later than 30 days from the date of filing) in one of our accepted file formats:  .jpeg, .jpg, .png, .gif, .bmp, .tif, .pdf

Log In & Register Online 


Registration by Mail

To download the appropriate registration form, please select the business structure of the foreign entity to be registered from the following:

This page was last updated: 2014-11-24