Title 11A, Title 11A: Vermont Business Corporations

§ 14.05. Effect of dissolution (a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (1) collecting its assets; (2) disposing of its properties that wil…

§ 14.06. Known claims against dissolved corporation (a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. The provisions of section 14.07 of this title apply in the case of claims where the claimant cannot wit…

§ 14.07. Unknown claims against dissolved corporation (a) A dissolved corporation may also send and publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. (b) The notice must: (1) be published one…

§ 14.08. Payment and distribution to claimants and shareholders (a)(1) A dissolved corporation or successor entity which has followed the procedures described in sections 14.06 and 14.07 of this title: (A) shall pay the claims made and not barred or rejected in accordance with su…

§ 14.09. Tax liabilities (a) Notwithstanding any other provisions of this chapter, a corporation’s liability to the Vermont Department of Taxes for unpaid taxes and other amounts shall not be affected by the corporation’s dissolution and winding up of its affairs except to the ex…

§ 14.20. Involuntary termination (a) A corporation, which fails to file an annual report required by section 16.22 of this title, shall terminate and the Secretary of State shall notify such corporation of such termination. If, however, such terminated corporation shall file such…

§ 14.30. Grounds for judicial dissolution The Superior Court may dissolve a corporation: (1) in a proceeding by the Attorney General if it is established that: (A) the corporation obtained its articles of incorporation through fraud; or (B) the corporation has continued to exceed…

§ 14.31. Procedure for judicial dissolution (a) Venue for a proceeding by the Attorney General to dissolve a corporation lies in Washington County. Venue for a proceeding brought by any other party named in section 14.30 of this title lies in the county where the corporation’s pr…

§ 14.32. Receivership or custodianship (a) A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a heari…

§ 14.33. Decree of dissolution (a) If after a hearing the court determines that one or more grounds for judicial dissolution described in section 14.30 of this title exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and …

§ 14.40. Deposit with State Treasurer Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the State Treasure…

§ 15.01. Authority to transact business required (a) A foreign corporation may not transact business in this State until it obtains a certificate of authority from the Secretary of State. (b) Except as otherwise provided, “doing business” or “transacting business” shall mean and …

§ 15.02. Consequences of transacting business without authority (a) A foreign corporation transacting business in this State without a certificate of authority may not maintain a proceeding or raise a counterclaim, crossclaim, or affirmative defense in any court in this State unt…

§ 15.03. Application for certificate of authority (a) A foreign corporation may apply for a certificate of authority to transact business in this State by delivering an application and the applicable filing fee to the Secretary of State for filing. The application must set forth:…

§ 15.04. Amended certificate of authority (a) A foreign corporation authorized to transact business in this State must obtain an amended certificate of authority from the Secretary of State if it changes: (1) its corporate name; (2) the period of its duration; or (3) the state or…

§ 15.05. Effect of certificate of authority (a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this State; subject, however, to the right of the State to revoke the certificate as provided in this title, and to impose s…

§ 15.06. Corporate name of foreign corporation (a) If the corporate name of a foreign corporation does not satisfy the requirements of section 4.01 of this title, the foreign corporation to obtain or maintain a certificate of authority to transact business in this State: (1) may …

§ 15.07. Registered office and registered agent for service of process of foreign corporation Each foreign corporation authorized to transact business in this State must continuously maintain in this State: (1) a registered office that may be the same as any of its places of busi…

§ 15.08. Change of registered office or registered agent for service of process of foreign corporation A foreign corporation authorized to transact business in this State may change its registered office or registered agent for service of process by delivering to the Secretary of…

§ 15.09. Resignation of registered agent for service of process of foreign corporation The registered agent of a foreign corporation may resign as agent by filing a statement of resignation pursuant to 11 V.S.A. § 1655. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2025, N…

§ 15.10. Service of process on foreign corporation A foreign corporation is subject to the service of process provisions in 11 V.S.A. § 1656. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2025, No. 10, § 13, eff. July 1, 2025.)

§ 15.20. Withdrawal of foreign corporation (a) A foreign corporation authorized to transact business in this State may not withdraw from this State until it obtains a certificate of withdrawal from the Secretary of State. (b) A foreign corporation authorized to transact business …

§ 15.30. Involuntary termination (a) The Secretary of State shall terminate the certificate of authority of a foreign corporation if: (1) the foreign corporation fails to deliver its biennial report to the Secretary of State as required by section 16.22 of this title; (2) the for…

§ 15.32. Appeal from involuntary termination (a) If the Secretary of State does not cancel the termination of a certificate of authority of a foreign corporation pursuant to section 15.30 of this title, such foreign corporation may appeal the Secretary of State’s termination of i…

§ 15.33. Involuntary termination by judicial proceeding Upon petition by the Attorney General, the Superior Court of Washington County may terminate the certificate of authority of a foreign corporation if it is established that the corporation has continued to exceed or abuse th…

§ 16.01. Corporate powers (a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and records of all actions taken by a committ…

§ 16.02. Inspection of records by shareholders (a) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation’s principal office, or, if none in this State, the registered office, any of the records of the corporation describe…

§ 16.03. Scope of inspection right (a) A shareholder’s agent or attorney has the same inspection and copying rights as the shareholder he or she represents. (b) The right to copy records under section 16.02 of this title includes, if reasonable, the right to receive copies made b…

§ 16.04. Court-ordered inspection (a) If a corporation does not allow a shareholder who complies with subsection 16.02(a) of this title to inspect and copy any records required by that subsection to be available for inspection, the Superior Court of the county where the corporati…

§ 16.20. Financial statements for shareholders (a) A corporation shall furnish its shareholders annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of…

§ 16.21. Other reports to shareholders (a) If a corporation indemnifies or advances expenses to a director under section 8.51, 8.52, 8.53, or 8.54 of this title in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification…

§ 16.22. Annual report for Secretary of State (a) Each domestic corporation, and each foreign corporation authorized to transact business in this State, shall deliver to the Secretary of State for filing an annual report that sets forth: (1) the name of the corporation and the st…

§ 20.01. Law applicable This chapter shall apply only to close corporations organized under this chapter. The provisions of this title other than those set forth in this chapter shall apply to close corporations in the absence of a contrary or inconsistent provision in this chapt…

§ 20.02. Close corporation defined A close corporation is a corporation organized under this chapter whose articles of incorporation: (1) Include the following statement: “This corporation is a close corporation”. (2) Contain the provisions required by subsection 2.02(a) of this …

§ 20.03. Incorporation of a close corporation A close corporation shall be formed in accordance with sections 2.01, 2.02, 2.03, and 2.05 of this title, except that its articles of incorporation shall also contain the provisions required by section 20.02 of this title. (Added 1993…

§ 20.04. Election of existing corporation to become a close corporation (a) Any corporation organized under this title may become a close corporation by executing and filing, in accordance with sections 10.01-10.09 of this title, an article of amendment to its articles of incorpo…

§ 20.05. Additional articles of incorporation (a) The articles of incorporation of a close corporation may set forth reasonable qualifications of stockholders, either by specifying classes of persons who shall be entitled to be holders of shares of any class, or by specifying cla…

§ 20.06. Bylaws A close corporation need not adopt bylaws if provisions required by law to be contained in bylaws are contained in either the articles of incorporation or a shareholder agreement authorized by section 20.07 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 199…

§ 20.07. Annual meeting (a) The annual meeting date for a close corporation is the first business day after February 1 unless its articles of incorporation, bylaws, or a shareholder agreement authorized by section 20.09 of this title fixes a different date. (b) A close corporatio…

§ 20.08. Elimination of board of directors (a) A close corporation may operate without a board of directors as required by section 8.03 of this title only if its articles of incorporation contain a statement to that effect and contain a statement that the liability of directors i…

§ 20.09. Shareholder agreements (a) If the articles of incorporation so provide pursuant to section 20.02(5)(C) of this title, all the shareholders of a close corporation may agree in writing to regulate the exercise of the corporate powers and the management of the business and …

§ 20.10. Merger or consolidation (a) A plan of merger that if effected would terminate the close corporation status of a corporation shall be approved by a vote of at least two-thirds of the votes of the outstanding shares of such corporation, provided that if any class of shares…

§ 20.11. Limitations on continuation of close corporation status The status of a close corporation subject to the provisions of this chapter shall continue until: (1) the close corporation files with the Secretary of State articles of amendment deleting from its articles of incor…

§ 20.12. Voluntary termination of close corporation status by amendment of articles of incorporation; vote required (a) A corporation may voluntarily terminate its status as a close corporation and cease to be subject to this chapter by amending its articles of incorporation to d…

§ 20.13. Shareholders’ option to dissolve corporation (a) The articles of incorporation of any close corporation may include a provision granting to any shareholder, or to the holders of any specified number or percentage of shares of any class, an option to have the corporation …

§ 20.14. Involuntary termination of close corporation status; proceeding to prevent loss of status (a) A close corporation shall notify all shareholders of any event which would render the corporation no longer eligible to organize as a close corporation under the requirements of…