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.

Wayfair Nexus

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.


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