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The Vermont Statutes Online



Title

11

:
Corporations, Partnerships and Associations






Chapter

021

:
LIMITED LIABILITY COMPANIES






Subchapter

010
:
FOREIGN LIMITED LIABILITY COMPANIES








[Section 3133 repealed effective July 1, 2016.]

[Section 3133 repealed effective July 1,

2016.]

§

3133. Activities not constituting transacting business

(a) A foreign

limited liability company may not transact business in this State until it

obtains a certificate of authority from the Secretary of State.

(b) Except as

provided in subsection (c) of this section, "doing business" or

"transacting business" shall mean and include each act, power or

privilege exercised or enjoyed in this State by a foreign limited liability

company.

(c) Among

others, the following activities without more do not constitute transacting

business for the purpose of determining whether a foreign limited liability

company is required to obtain a certificate of authority under subsection (a)

of this section:

(1) maintaining,

defending or settling any proceeding;

(2) holding

meetings of its members or managers or carrying on any other activity

concerning its internal affairs;

(3) maintaining

bank accounts;

(4) maintaining

offices or agencies for the transfer, exchange, and registration of the foreign

company's own securities or maintaining trustees or depositories with respect

to those securities;

(5) selling

through independent contractors;

(6) 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;

(7) creating or

acquiring indebtedness, mortgages, or security interests in real or personal

property;

(8) securing or

collecting debts or enforcing mortgages or other security interests in property

securing the debts, and holding, protecting, and maintaining property so

acquired;

(9) owning real

or personal property;

(10) conducting

an isolated transaction that is not one in the course of repeated transactions

of a like nature; or

(11) transacting

business in interstate commerce. (Added 1995, No. 179 (Adj. Sess.), § 4.)