Vermont Foreign LLC Registration

What triggers foreign qualification in Vermont?

• Physical office or place of business
• Employees working in the state

Activities that do NOT require registration in Vermont

The following activities are explicitly carved out by statute. On their own, they do not require a foreign LLC to register in Vermont.

• Maintaining or defending a lawsuit, administrative proceeding, or arbitration
• Holding meetings of members or managers, or carrying on internal company affairs
• Maintaining bank accounts
• Maintaining offices or agencies for the transfer, exchange, or registration of the LLC's own securities
• Selling through independent contractors
• Soliciting or obtaining orders if orders require acceptance outside the state before becoming contracts
• Creating or acquiring indebtedness, mortgages, or security interests in real or personal property
• Securing or collecting debts, or enforcing mortgages or security interests
• Owning real or personal property
• Conducting an isolated transaction completed within 30 days that is not part of repeated similar transactions
• Transacting business in interstate commerce

Vermont's Limited Liability Company Act, codified at Title 11 Chapter 25 Subchapter 8 (Foreign Limited Liability Companies), lists activities at Section 4113 ('Activities not constituting transacting business'). The current LLC act was enacted by 2015 Act 17 Section 2. Vermont uses 'doing business' and 'transacting business' interchangeably (subsection (b) explicitly equates them).