A foreign corporation or limited liability company may not transact business in Vermont until it obtains a certificate of authority from the Secretary of State. “Doing business” or “transacting business” generally means each act, power, or privilege exercised or enjoyed in Vermont by a foreign corporation but the following do not constitute transacting business for the purpose of determining whether a corporation is required to obtain a certificate of authority:
(1) maintaining, defending, or settling any proceeding;
(2) holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;
(3) maintaining bank accounts;
(4) maintaining offices or agencies for the transfer, exchange, and registration of the corporation’s own securities or maintaining trustees or depositaries 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, and security interests in real or personal property;
(8) (for corporations) 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;
(9) securing or collecting debts or enforcing mortgages and security interests in property securing the debts;
(10) owning real or personal property;
(11) conducting an isolated transaction that is not one in the course of repeated transactions of a like nature;
(12) transacting business in interstate commerce.
Remote sellers must collect and remit sales tax to Vermont when they have made sales from outside Vermont to destinations within Vermont of at least $100,000.00 or totaling at least 200 individual sales transactions during any preceding 12-month period.