Vermont § 4113 - Activities not constituting transacting business

§ 4113. 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 electronic means, 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 2015, No. 17, § 2.)