Foreign Corporation Registration

"A foreign corporation may not transact business in the State until it obtains a certificate of authority from the Secretary of State. “Doing business” or “transacting business” shall mean and include each act, power, or privilege exercised or enjoyed in the State by a foreign corporation. (11A V.S.A. § 15.01)

A foreign corporation transacting business in the State without a certificate of authority may not maintain a proceeding or raise a counterclaim, crossclaim, or affirmative defense in any court in the State until it obtains a certificate of authority. The failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts, to the extent they are otherwise in compliance with law, or prevent it from defending any proceeding in the State. (11A V.S.A. § 15.02)"