Register a Foreign Business
(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 include each act, power, or privilege exercised or enjoyed in this State by a foreign corporation.
Please Note: You will be required to provide us with a recent Certificate of Good Standing (or equivalent) from your home state (valid no later than 30 days for corporations and nonprofits, and 90 days for LLC's, from the date of filing).
1. Under 11A V.S.A. § 15.01(c), the following activities alone do not constitute transacting business for the purpose of determining whether a corporation is required to register with the Vermont Secretary of State:
- Maintaining, defending, or settling any proceeding.
- Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs.
- Maintaining bank accounts.
- Maintaining offices or agencies for the transfer, exchange, and registration of the corporation’s own securities or maintaining trustees or depositories with respect to those securities.
- Selling through independent contractors.
- Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.
- Creating or acquiring indebtedness, mortgages, and security interests in real or personal property.
- Without limiting the generality of the other provisions of this section, making, purchasing and servicing loans if the corporation is a foreign savings bank or a foreign corporation doing a banking business and it participates with a banking corporation or a trust company of this state.
- Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.
- Owning real or personal property.
- Conducting an isolated transaction that is not one in the course of repeated transactions of a like nature.
- Transacting business in interstate commerce.
2. Under 8 V.S.A. § 3361, “foreign and alien insurers… licensed by the Commissioner [of Financial Regulation]”, though not restricted from doing so, are are specifically exempt from the requirement to register with the Secretary of State in order to do business in this State.
Foreign Financial Business Entities
While you may meet one or more the the exceptions listed above for registration with the Vermont Office of the Secretary of State; if you are a foreign banking, insurance, securities, or captives business or nonprofit entity, you may still be required, under state law, to register with the Vermont Department of Financial Regulation (DFR) in order to operate in this state.
Please visit the DFR at www.dfr.vermont.gov, or call 802-828-3301 for more information.
Foreign Trade Names (i.e. Assumed, Fictitious, or Doing Business As (DBA) Names) & General Partnerships Doing Business in Vermont
Under Vermont Law, there is no distinction between domestic and foreign trade names or general partnerships. If you do business in another state as a trade name, assumed name, fictitious name, alternate name, or DBA, and would like to do business in Vermont, you simply register with this office as a Vermont trade name (DBA) or general partnership.
Foreign Business Trusts Doing Business in Vermont
Unfortunately, there is no provision under Vermont statutes for Business Trusts. As such, just like domestic common law trusts, a foreign business trust seeking to do business in Vermont, must choose an available business structure to register and conduct business as in this State. Please see "Foreign Business Trust" for more details.
Foreign Business Entity Law
- Profit Corporations: please visit 11A V.S.A. Ch. 15 of the Vermont Statutes Online for more information.
- Nonprofit Corporations: please visit 11B V.S.A. Ch. 15 of the Vermont Statutes Online for more information.
- Mutual Benefit Enterprises: please visit 11C V.S.A. Ch. 14 of the Vermont Statutes Online for more information.
- Limited Liability Companies: please visit 11 V.S.A. Ch. 21, SubCh. 10 of the Vermont Statutes Online for more information.
- Limited Liability Partnerships: please visit 11 V.S.A. Ch. 22, SubCh. 11 of the Vermont Statutes Online for more information.
- Limited Partnerships: please visit 11 V.S.A. Ch. 23, SubCh. 9 of the Vermont Statutes Online for more information.
Please see “Fees & Filings” for the costs of registration.
Duration of Registration
Once registered, you must renew a nonprofit entity registration every two years—or a profit entity registration every year. For renewal information, please see “Annual/Biennial Reports.”
Do not invest in websites, signs, business cards, or other marketing materials until you receive a certificate confirming the availability and your ownership of the requested name.
The state of Vermont operates under a “distinguishable on the record” standard. Under this standard, if the requested name is too similar to an already registered name, such that it would confuse the public as to whom they are dealing with, it will be rejected.
Online filing normally takes less than 1 business day.
Online registration is the preferred method. There is no extra fee and turnaround times are much faster. For information and instructions about online registration, please see our Online Registration Guide. To begin your online registration, please visit the Online Business Service Center:
Please Note: Please be prepared to upload a recent Certificate of Good Standing (or equivalent) from your home state (valid no later than 30 days for corporations and nonprofits, 90 days for LLCs, from the date of filing) in one of our accepted file formats: .jpeg, .jpg, .png, .gif, .bmp, .tif, .pdf