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
18 provisions identified: 5 benefits, 6 costs, 7 mixed.
Unregistered businesses face fines and claim limits
Beginning July 1, 2025, operating without required assumed-name registration carries a $50 daily penalty, capped at $10,000 per year. The unregistered person also owes registration fees for the unregistered period and any other applicable penalties. Until registered, that person—and any successor or assignee—cannot bring a lawsuit, counterclaim, crossclaim, or affirmative defense in Vermont. They can still defend a lawsuit. For claims tied to the unregistered activity, the Secretary of State acts as the person’s agent for receiving legal papers.
Business names bring fees and penalties
Assumed-name registration costs $70; amendments, cessation, reservation, and status changes cost $35. Names subject to five-year renewal cost $65 to renew, with filing allowed during the 60 days before expiration. Without renewal, another applicant can register the name. Operating under an unregistered assumed name blocks lawsuits and defenses in Vermont courts until registration is complete. Violations carry $50 per day, capped at $10,000 yearly, plus applicable unpaid fees and other lawful penalties; the Attorney General can seek court orders to stop violations.
Business registrations face review and termination
The Secretary of State can reject filings reasonably found to contain false, fraudulent, or clearly wrong information. After notice and a hearing opportunity, the Secretary can change records or end registrations for fraud, bad faith, lack of authority, or intent to injure. Affected people can appeal final decisions for a fresh review in Washington County Superior Court. The Secretary can also terminate registration when an administrative order, final court order, or assurance of discontinuance establishes no authority to operate. After legal authority is restored, reinstatement requires evidence and payment of $25 for each delinquent year.
Farm cooperatives gain business financing options
Cooperative associations can own, operate, control, invest in, or join more types of businesses handling their agricultural products or byproducts. Covered activities include processing, storing, shipping, manufacturing, marketing, and selling those products. Associations engaged in warehousing can issue negotiable or nonnegotiable receipts for goods delivered to them. Those receipts qualify as collateral up to the goods' usual current value.
Older business filing barriers are removed
Certain foreign insurance, express, shipping, telegraph, and telephone companies no longer need a special form appointing the Secretary as legal agent. The law also repeals the former lawsuit prerequisite requiring covered persons to file returns and pay registration fees. It removes a former registration prerequisite for specified nonresidents seeking certain business licenses or certificates. These repeals concern the old requirements, not a general exemption from Vermont's current business rules.
State certifications accept copied official signatures
A facsimile of the Secretary of State's signature has the same validity as a handwritten signature on covered certifications. This also applies to legally required attestations and certifications of official documents or records in the Secretary's custody.
Housing cooperatives gain clearer name options
Vermont housing cooperative corporations formed under the housing-cooperative chapter can use “cooperative” or its abbreviation in their corporate names. The law adds them to the list of corporations allowed to use that wording.
Utility cooperatives gain another naming option
Cooperatives formed under Vermont's utility-cooperative law can use “utility” in their names. This is an alternative to “energy” or a word naming a specific form of energy. Other applicable name requirements still apply.
School operators must seek approval first
Beginning July 1, 2025, prospective operators of covered postsecondary schools must apply for a State Board of Education approval certificate. They must apply before registering their business name. This rule does not specify an approval fee.
Business name filing deadlines and fees
Beginning July 1, 2025, individuals, partnerships, and unincorporated nonprofit groups using assumed business names in Vermont must register within 10 days of starting. Registration must list the business name, main office address, purpose, and required names and business addresses. Each listed person without Vermont residency or a Vermont service address must also provide an agent’s name, email, and service address. Filers must report closing within 10 days and added or removed named individuals, partners, or members within 30 days. Registration costs $70; amendments, closing notices, and name reservations cost $35; agent or office changes cost $25 each, capped at $1,000 per filer per calendar year; serving legal papers through the Secretary of State costs $25.
Cooperatives must disclose more filing details
Cooperative Marketing Act associations must list their Vermont principal office and their legal agent's name, email, and address when incorporating. They must also list business addresses for directors and the clerk. Merger filings must list the new cooperative's Vermont principal office or, without one, its agent's name, email, and address. Merger filings also need directors' business addresses. Both types of filings can identify additional principals.
Marketing cooperatives lose broad corporate powers
The law removes a broad grant of powers for associations formed under the Cooperative Marketing Act. That grant gave them the rights and powers Vermont gives corporations in similar businesses. Covered associations no longer receive those powers through the repealed provision.
Business filings add contacts and options
Corporate formation and foreign-authority filings must include the agent's name and email; foreign limited liability companies must also provide agent addresses. Limited partnership filings need agent contact details and general partners' names and business addresses. Limited partnership formation papers use limited partners' business addresses instead of home addresses. Corporate and limited liability company filings can include extra principals; company filings can include owners' or officers' names, emails, and addresses. Foreign enterprise applications must list directors' and officers' names, street addresses, different mailing addresses, and details for any additional principals they provide.
Business reports add emails and updates
Covered corporate annual and biennial reports must include the agent's name and email. Corporate biennial reports are due January 1–April 1 in the required cycle; incomplete reports remain timely if corrected within 30 days after notice. Limited liability company annual reports need the agent's name, email, and address and are due within three months after fiscal year-end. Mutual benefit and covered foreign enterprises file annually January 1–April 1 and no longer need separate street and mailing addresses for designated and principal offices. The Secretary of State must update records for reported changes to purpose, email, address, or principal information.
Businesses must keep legal agents current
Limited partnerships and covered limited liability companies must continuously keep an agent to receive legal papers. Eligible agents include Vermont residents and authorized business organizations with a Vermont place of business. Covered cooperatives and limited liability companies must file updates when agent names, emails, or addresses change. Agent or office change statements cost $25 per filer, with an aggregate annual cap of $1,000. Agents can file bulk changes or resign; the resignation fee is waived when an agent attests it never agreed to serve.
Businesses share new name registration rules
Beginning July 1, 2025, a shared process replaces separate name-reservation rules and allows transferable, exclusive reservations lasting 120 days. Authorized businesses can register an assumed name by identifying both the business and its new name. The Secretary of State rejects names that are too similar to protected names or falsely suggest a business type. Rejected applicants can request a review of whether the existing name holder does business or is preparing to do business in Vermont. Foreign corporations with unavailable names can adopt an alternate name through a certified board resolution, subject to state naming rules.
Enterprise filing disputes get court locations
An aggrieved person can ask Superior Court to compel someone to sign or deliver a required enterprise record. For a foreign enterprise, the petition goes to the county of its designated office. For a mutual benefit enterprise, it remains in the county of its principal office.
Legal papers reach businesses through Vermont
Shared rules govern delivery of legal papers to covered organizations, including domestic and foreign corporations and qualifying neighboring-state electric cooperatives. The Secretary of State receives papers when a required agent is missing or cannot be found with reasonable effort. The Secretary forwards them; service takes effect at the earliest of receipt, the signed return-receipt date, or five days after mailing. Foreign organizations also appoint the Secretary through Vermont contacts sufficient for a personal court judgment, for cases tied to those contacts. Service through the Secretary costs $25 under the central rule; specified sections retain $35 fees, and service fees can be recovered as court costs.
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
5/2/2025HouseSigned by Governor on May 1, 2025
5/1/2025HouseDelivered to Governor on April 25, 2025
4/25/2025HouseHouse message: House concurred in Senate proposal of amendment
4/24/2025HouseSenate 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
4/15/2025SenateRead 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)Opens in a new window
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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