An act relating to the regulation of business organizations
Sponsored By: Michael J Marcotte (Republican)
Signed by Governor
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Bill Overview
Analyzed Economic Effects
15 provisions identified: 4 benefits, 6 costs, 5 mixed.
Stricter business name rules and penalties
If you do business under a name other than your own, you must register within 10 days and keep it updated. The initial filing costs $70. Most changes cost $35. You must re‑register every five years and pay $65. Changing a designated agent costs $25 per filing, capped at $1,000 a year. Names must be clearly different from existing names, and you can reserve a name for 120 days. If you stop doing business, file a cessation notice within 10 days; update owners within 30 days. Postsecondary schools must get State Board of Education approval before registering a name. If you operate without required registration, you cannot sue in Vermont courts and face a $50 daily penalty, up to $10,000 per year, plus owed fees. The Secretary of State can reject false filings, terminate a non‑authorized registration, and act as your agent for legal papers until you are reinstated.
Tighter rules for foreign corporations
Beginning July 1, 2025, foreign corporations must provide detailed applications, including officers’ and directors’ addresses, a Vermont agent, and a certificate of good standing. If the home name does not meet Vermont rules, you must add a designator or adopt an alternate name with a certified board resolution. You must keep a Vermont registered office and agent and file consent when changing agents. Agents can resign with notice. If you have no agent, people can serve you by registered or certified mail to your principal office; service is complete on receipt, the return‑receipt date, or five days after mailing. The Secretary can terminate your authority for failures; reinstatement requires fixing the issues and paying $25 for each delinquent year.
Easier certificates and name reservations
You can request a certificate of good standing for LLCs and corporations under one standardized process. The Secretary of State issues a good‑standing certificate if your business is active and in compliance and you pay the fee. Starting July 1, 2025, you can reserve a business name for 120 days; corporations can renew the reservation up to two times. You may transfer a name reservation by filing a signed notice.
Warehouse receipts count as loan collateral
Associations that run warehousing can issue warehouse receipts for stored commodities. These receipts can be used as collateral up to the commodity’s usual market value. Licensed association receipts cannot be treated worse just because an association owns or controls them.
Facsimile signature valid on state certificates
A facsimile of the Vermont Secretary of State’s signature on certified records and attestations has the same legal effect as a handwritten signature.
Electric co-ops can offer internet and telecom
Beginning July 1, 2025, electric distribution cooperatives may provide energy, cable TV, telecommunications, interactive media, and internet access. They may also run other lawful businesses that use their electric facilities, and these activities may be regulated.
Keep a Vermont registered agent on file
Businesses that must keep an agent need to list the agent’s name, email, and street address, and confirm the agent consents. LLPs, LLCs, and LPs must maintain a Vermont office or agent and include this in filings and reports. Agents can resign, and you must file updates when your agent or office changes. If you have no agent or the agent can’t be found, the Secretary of State serves as your agent and forwards legal papers. Service counts when received, when the return receipt is dated, or five days after mailing.
Low filing fees for cooperatives
The law sets small fixed fees for cooperative filings. You pay $20 to file articles of incorporation and $10 to file an amendment.
Only true co-ops can use 'cooperative'
Corporations cannot use the word “cooperative” in their name unless they are worker or housing cooperatives, or include all required cooperative provisions in their articles. Businesses that do not qualify must choose a different name or amend their articles to meet cooperative standards.
Service-of-process fees and fines for foreign firms
Beginning July 1, 2025, serving process on the Secretary of State requires duplicate copies and a fee at the time of service: $35 under 11 V.S.A. § 1656 and $25 under section 855. If the plaintiff wins, the $25 fee under section 855 may be taxed in the plaintiff’s costs. The Secretary files a copy with the day and hour and mails one copy. A person who solicits or receives insurance risks or similar business for certain foreign companies in Vermont without naming the Secretary as process agent can be fined $100 to $500.
Modernized rules for Vermont cooperatives
The law clarifies who and what counts under cooperative law and lists covered farm products. Cooperatives get clear powers to buy, process, market, finance, and own related businesses. Marketing co-ops cannot handle more nonmember product by value than member product. Mergers need a two‑thirds vote of members (or delegates) and formal filings. Articles must include a Vermont office and an agent and be filed with the Secretary of State and the Secretary of Agriculture. Members can vote electronically, but not by proxy. Rules about member property rights need a three‑fourths vote to change.
New filing and agent rules for mutual benefit enterprises
Beginning July 1, 2025, mutual benefit enterprises and foreign enterprises must keep a Vermont designated office and an agent for service of process. The agent must be a Vermont resident or an entity allowed to do business in Vermont. Each year, between January 1 and April 1, they must file an annual report listing the Vermont office address and agent, principal office, and directors and officers; foreign enterprises must also list their state of formation. If the report updates information, the Secretary updates the records; if items are missing, you have 30 days after notice to correct it. Foreign enterprises must include set items in their application for authority, including name (and an alternate if needed), where formed, main office address, Vermont office addresses, agent name, and directors and officers. On request and fee payment, the Secretary issues certificates of good standing or authority when records show the entity is in good standing. If a required signer will not file a record, the local Superior Court can order it signed or filed.
New upkeep and reinstatement rules for corporations
Beginning July 1, 2025, every Vermont corporation must keep a registered office in the state and a registered agent at that same address. If a company has no agent or the agent cannot be found, the Secretary of State serves as the agent and mails one copy of legal papers to the company. The Secretary can start dissolving a company that is 60 days late on fees, 60 days late on its biennial report, lacks an agent or office for 60 days, or fails to report an agent change within 120 days. A dissolved company that has not distributed its assets can apply to be reinstated by fixing the problems and paying $25 for each delinquent year.
Updated corporation formation and dissolution rules
Starting July 1, 2025, articles of incorporation must include the street address of the registered office and the registered agent’s name and email. Nonprofit articles must also state specific items like whether the corporation is public or mutual benefit and how assets are distributed if it dissolves. After dissolution, lawsuits can still start or continue in the corporate name, and the registered agent’s authority can continue. Dissolution does not transfer property or change officers’ and directors’ standards of conduct.
State study of business filing system
Beginning July 1, 2025, the Secretary of State studies the online business filing system and possible law and fee updates. An interim report with 2026 recommendations is due November 15, 2025. A final report is due December 1, 2026 to the listed committees.
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Sponsors & Cosponsors
Sponsor
Michael J Marcotte
Republican • House
Cosponsors
Edye Graning
Democratic • House
Kirk White
Democratic • House
Roll Call Votes
No roll call votes available for this bill.
Actions Timeline
House message: Governor approved bill on May 1, 2025
5/2/2025SenateSigned by Governor on May 1, 2025
5/1/2025HouseDelivered to the Governor on April 25, 2025
4/25/2025HouseHouse message: House concurred in Senate proposal of amendment
4/24/2025SenateSenate proposal of amendment concurred in
4/23/2025HouseAction Calendar: Action postponed until 4/23/2025
4/23/2025HouseAction Calendar: Action postponed until 4/23/2025
4/22/2025HouseAction Calendar: Action postponed until 4/23/2025
4/18/2025HouseRep. Cooper of Pownal moved to postpone action until 4/23/2025, which was agreed to
4/17/2025HouseAction Calendar: Senate Proposal of Amendment
4/17/2025HouseNotice Calendar: Senate Proposal of Amendment
4/16/2025HouseSenate Message: Passed in concurrence with proposal of amendment
4/15/2025HouseRead 3rd time & passed in concurrence with proposal of amendment
4/11/2025SenateNew Business/Third Reading
4/11/2025Senate3rd reading ordered
4/10/2025SenateProposal of amendment by Committee on Finance agreed to
4/10/2025SenateRead 2nd time, reported favorably with proposal of amendment by Senator Mattos for Committee on Finance
4/10/2025SenateFavorable report with proposal of amendment by Committee on Finance
4/10/2025SenateNew Business/Second Reading
4/10/2025SenateFavorable report with proposal of amendment by Committee on Finance
4/9/2025SenateSecond Reading
4/9/2025SenateEntered on Notice Calendar
4/9/2025SenateRead 1st time & referred to Committee on Finance
3/25/2025SenateRead third time and passed
3/20/2025HouseAction Calendar: Third Reading
3/20/2025House
Bill Text
As Enacted (ACT 10)
5/7/2025
As Passed by Both Chambers
5/1/2025
As Passed by Both Chambers (Unofficial)
5/1/2025
Senate Proposal of Amendment
4/17/2025
Senate Proposal of Amendment (Unofficial)
4/17/2025
As Passed by the House
3/25/2025
As Passed by the House (Unofficial)
3/25/2025
As Introduced
2/14/2025
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