Title 11A, Title 11A: Vermont Business Corporations

§ 1.22. Filing; service and copying fees (a) The Secretary of State shall collect the following fees when the documents described in this section are delivered to the Office of the Secretary of State for filing: (b) The Secretary of State shall collect a fee of $25.00 each time p…

§ 1.23. Effective time and date of document (a) Except as provided in subsection (b) of this section, subsection 1.24(c) of this title, and section 2.03 of this title, a document accepted for filing is effective: (1) at the date and time of filing, as evidenced by such means as t…

§ 1.24. Correcting filed document (a) A domestic or foreign corporation may correct a document filed by the Secretary of State if the document: (1) is incomplete; (2) contains an incorrect statement; (3) was defectively executed, attested, sealed, verified, or acknowledged; or (4…

§ 1.25. Filing duty of Secretary of State (a) If a document delivered to the Office of the Secretary of State for filing satisfies the requirements of section 1.20 of this title, the Secretary of State shall file it. (b) The Secretary of State files a document by recording it as …

§ 1.26. Appeal from Secretary of State’s refusal to file document (a) If the Secretary of State refuses to file a document delivered to his or her office for filing, the domestic or foreign corporation may appeal the refusal within 30 days after the return of the document to the …

§ 1.27. Evidentiary effect of copy of filed document A certificate from the Secretary of State delivered with a copy of a document filed by the Secretary of State is conclusive evidence that the document is on file with the Secretary of State. (Added 1993, No. 85, § 2, eff. Jan. …

§ 1.28. Certificate of good standing A person may request the Secretary of State to issue a certificate of good standing for a domestic or foreign corporation pursuant to 11 V.S.A. § 1657. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2025, No. 10, § 8a, eff. July 1, 2025.…

§ 1.29. Signing false documents (a) No officer, director, or incorporator may sign a document, knowing that the document is false in any material respect, and intending that the document be delivered to the Secretary of State for filing. (b) A person who violates the provisions o…

§ 1.30. Powers The Secretary of State has the power reasonably necessary to perform the duties required of him or her by this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)

§ 1.40. Definitions As used in this title: (1) “Articles of incorporation” include amended and restated articles of incorporation, articles of merger, and special charters. (2) “Authorized shares” mean the shares of all classes a domestic or foreign corporation has authority to i…

§ 1.41. Notice (a) Notice under this title must be in writing unless oral notice is authorized in the bylaws of the corporation and is reasonable under the circumstances. (b) Notice may be communicated in person; by telephone, voice mail, telegraph, teletype, facsimile, or other …

§ 1.42. Number of shareholders (a) For purposes of this title, the following identified as a shareholder in a corporation’s current record of shareholders constitutes one shareholder: (1) all co-owners of the same shares; (2) a corporation, partnership, trust, estate, or other en…

§ 2.01. Incorporators One or more natural persons of majority age may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)

§ 2.02. Articles of incorporation (a) The articles of incorporation shall set forth: (1) a corporate name for the corporation that satisfies the requirements of section 4.01 of this title; (2) the classes of shares, if any, and the number of shares in each class that the corporat…

§ 2.03. Incorporation (a) Unless a delayed effective date is specified, the corporate existence begins when the Secretary of State issues a certificate of incorporation, after finding that the articles of incorporation conform to law, and that all fees imposed under section 1.22 …

§ 2.04. Liability for preincorporation transactions All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this title, are jointly and severally liable for all liabilities created while so acting. (Added 1993, No. 85, § 2, eff. Ja…

§ 2.05. Organization of corporation (a) After incorporation: (1) if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporatio…

§ 2.06. Bylaws (a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (b) The bylaws of a corporation may contain any provisions for managing the business and regulating the affairs of the corporation that are not inconsistent…

§ 3.01. Purposes (a) Every corporation incorporated under this title has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation. (b) A corporation engaging in a business that is subject to regulation under anothe…

§ 3.02. General powers Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary and convenient to carry out its business and affairs, i…

§ 3.04. Ultra vires (a) Except as provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (b) A corporation’s power to act may be challenged: (1) in a proceeding by a share…

§ 4.01. Corporate name (a) A corporate name: (1) shall contain the word “corporation,” “incorporated,” “company,” or “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.,” or words or abbreviations of like import in another language; (2) may not contain language statin…

§ 4.02. Reserved name A person may reserve the exclusive use of a business name by delivering an application to the Secretary of State for filing pursuant to 11 V.S.A. § 1652. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2025, No. 10, § 10, eff. July 1, 2025.)

§ 4.03. Registered name (a) A foreign corporation may register its corporate name, or its alternate name or corporate name with any addition required by section 15.06 of this title, if the name is distinguishable in the records of the Secretary of State from the corporate or busi…

§ 5.01. Registered office and registered agent for service of process Each corporation must continuously maintain in this State: (1) a registered office that may be the same as any of its places of business; and (2) a registered agent for service of process pursuant to 11 V.S.A. …

§ 5.02. Change of registered office or registered agent for service of process A corporation may change its registered office or registered agent for service of process information by delivering to the Secretary of State for filing a statement of change pursuant to 11 V.S.A. § 16…

§ 5.03. Resignation of registered agent A registered agent for service of process 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, No. 10, § 11, eff. July 1, 2025.)

§ 5.04. Service on corporation A 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, § 11, eff. July 1, 2025.)

§ 6.01. Authorized shares (a) The articles of incorporation must prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation must prescribe a dist…

§ 6.02. Terms of class or series determined by board of directors (a) If the articles of incorporation so provide, the board of directors may determine, in whole or in part, the preferences, limitations, and relative rights (within the limits set forth in section 6.01 of this tit…

§ 6.03. Issued and outstanding shares (a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or cancelled. (b) The reacquis…

§ 6.04. Fractional shares (a) A corporation may: (1) issue fractions of a share or pay in money the value of fractions of a share; (2) arrange for disposition of fractional shares by the shareholders; (3) issue scrip in registered or bearer form entitling the holder to receive a …

§ 6.20. Subscription for shares before incorporation (a) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation. (b) The board of di…

§ 6.21. Issuance of shares (a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. (b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangibl…

§ 6.22. Liability of shareholders (a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued (section 6.21) or specified in the…

§ 6.23. Share dividends (a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation’s shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a …

§ 6.24. Share options (a) A corporation may issue rights, options, or warrants for the purchase of shares or other securities of the corporation. The board of directors shall determine: (1) the terms upon which the rights, options, or warrants are issued; and (2) the terms, inclu…

§ 6.25. Form and content of certificates (a) Shares may but need not be represented by certificates. Unless this title or other statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificat…

§ 6.26. Shares without certificates (a) Unless the articles of incorporation or bylaws require that shares shall be represented by certificates, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series wit…

§ 6.27. Restriction on transfer of shares and other securities (a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the…

§ 6.28. Expense of issue A corporation may pay the reasonable expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)

§ 6.30. Shareholders’ preemptive rights (a) The shareholders of a corporation do not have a preemptive right to acquire the corporation’s unissued shares unless the articles of incorporation contain a statement that “the corporation elects to have preemptive rights,” or words of …

§ 6.31. Corporation’s power to acquire its own shares (a) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares. (b) If the articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is re…

§ 6.40. Distributions to shareholders (a) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in subsection (c) of this section. (b) If the board of directors …

§ 7.01. Annual meeting Annual shareholders’ meetings shall be held in this State, unless permitted in the bylaws of the corporation to be held outside this State. Annual meetings shall be held at the place stated in or fixed in accordance with the bylaws. If no place is stated in…

§ 7.02. Special meetings (a) A corporation shall hold a special meeting of shareholders: (1) on call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or (2) if the holders of at least ten percent of all the votes e…