§ 1621 § 1621. Registration of business name by persons, partnerships, and associations
(a) A person doing business in this state under any name other than his or her own, and every copartnership or association of individuals, except corporations and limited liability companies, doing business in this state, resident or nonresident, shall cause to be recorded with the secretary of state a return setting forth the name under which such business is carried on, the name of the town wherein such place of business is located, a brief description of the kind of business to be transacted under such name, and the individual names and residences of all persons, general partners, or members so doing business thereunder.
(b) Such returns shall be subscribed and sworn to by one or more of the persons so doing business, and shall be filed with the secretary of state within ten days after commencement of business.
(c) The secretary of state shall decline to register any business name that is the same as, deceptively similar to, or likely to be confused with or mistaken for any other business name of any name registered or reserved under this chapter, or the name of any other entity, whether domestic or foreign, that is reserved, registered, or granted by or with the secretary of state, or any name that would lead a reasonable person to conclude that the business is a type of entity that it is not.
(d) The secretary of state shall establish rules and regulations for the administration of this section.
(e) Prior to registering its business name under this section, a person intending to operate a postsecondary school, as defined in 16 V.S.A. §§ 176 and 176a, shall apply to the state board of education for a certificate of approval pursuant to those sections. (Amended 1961, No. 217, § 1, eff. July 13, 1961; 1981, No. 125 (Adj. Sess.), § 1; 1993, No. 221 (Adj. Sess.), § 24; 1995, No. 166 (Adj. Sess.), § 14; No. 179 (Adj. Sess.), § 1c, eff. Jan. 1, 1997; No. 179 (Adj. Sess.), §§ 6, 7; 2001, No. 19, § 3; 2011, No. 84 (Adj. Sess.), § 3, eff. April 20, 2012.)
§ 1621a § 1621a. Reserved name
(a) The exclusive right to the use of a business name may be reserved by any person, copartnership, or association intending to register its name under this section.
(b) The reservation shall be made by filing with the secretary of state an application to reserve a specified business name, executed by the applicant, its agent or attorney. If the secretary of state finds that the name is available for use, he or she shall reserve the same for the exclusive use of the applicant for a period of 120 days.
(c) The right to the exclusive use of a specified business name so reserved may be transferred to any other person, copartnership or association by filing in the office of the secretary of state a notice of such transfer, executed by the applicant for whom the name was reserved, and specifying the name and address of the transferee. (Added 1981, No. 125 (Adj. Sess.), § 2.)
§ 1622 § 1622. Registration by legal representative of decedent
If a person who was required by the provisions of section 1621 of this title to register with the secretary of state failed so to do and dies, the legal representative of such deceased person may register under such section in the name of the estate of such decedent. Such registration shall be sufficient for all purposes under the provisions of this chapter. (Amended 1961, No. 217, § 1, eff. July 13, 1961.)
§ 1623 § 1623. Registration by corporations and limited liability companies
(a) A corporation or limited liability company doing business in this state under any name other than that of the corporation or limited liability company shall be subject to all the provisions of this chapter; and shall file returns sworn to by some officer or member of such corporation or by some member or manager of such limited liability company, setting forth the name other than the corporate or limited liability company name under which such business is carried on, the name of the town wherein such business is to be carried on, a brief description of the kind of business transacted under such name, and the corporate or the limited liability company name and location of the principal office of such corporation or limited liability company.
(b) The secretary of state shall decline to register any business name that is the same as, deceptively similar to, or likely to be confused with or mistaken for any other business name of any name registered or reserved under this chapter or the name of any other entity, whether domestic or foreign, that is reserved, registered, or granted by or with the secretary of state, or any name that would lead a reasonable person to conclude that the business is a type of entity that it is not. (Amended 1995, No. 179 (Adj. Sess.), § 8; 2011, No. 84 (Adj. Sess.), § 4, eff. April 20, 2012.)
§ 1624 § 1624. Forms
The secretary of state shall formulate forms for the returns and shall, on request, furnish such forms by mail or otherwise to persons, copartnerships, associations or corporations subject to the provisions of this chapter. (Amended 1961, No. 217, § 1, eff. July 13, 1961.)
§ 1625 § 1625. Fees
(a) A person, copartnership, association, limited liability company, or corporation required by the provisions of this chapter to file a return, shall, at the time of filing as provided, pay a registration fee of $50.00 to the secretary of state for the benefit of the state.
(b) A person, copartnership, association, limited liability company, or corporation required by the provisions of this chapter to file a certificate of cessation or change of business status or an application to reserve a business name shall, at the time of filing, pay a fee of $20.00 to the secretary of state for the benefit of the state. (Amended 1959, No. 177, eff. May 14, 1959; 1961, No. 217, § 1, eff. July 13, 1961; 1967, No. 278 (Adj. Sess.), § 9; 1977, No. 237 (Adj. Sess.), § 3; 1981, No. 125 (Adj. Sess.), § 3; 1995, No. 179 (Adj. Sess.), § 9; 2003, No. 70 (Adj. Sess.), § 10, eff. March 1, 2004; 2007, No. 153 (Adj. Sess.), § 33.)
§ 1626 § 1626. Enforcing compliance
Upon the complaint of the secretary of state, a person, copartnership, association, limited liability company or corporation carrying on business in this state contrary to this chapter may be enjoined therefrom by a superior court and fined not more than $100.00. (Amended 1961, No. 217, § 1, eff. July 13, 1961; 1981, No. 125 (Adj. Sess.), § 4; 1995, No. 179 (Adj. Sess.), § 10.)
§ 1627 § 1627. Service of process
Service of such complaint and process thereunder may be made by delivering within this state a true and attested copy thereof to any person so doing business or any servant or agent of such person, copartnership, association, limited liability company or corporation, or in any manner otherwise provided by law. A name so registered shall not thereafter be used by a person, copartnership, association, limited liability company or corporation, unless it is lawfully entitled thereto at the date of such registration. (Amended 1995, No. 179 (Adj. Sess.), § 11.)
§ 1628 § 1628. Certificate of cessation of business or change of business status
(a) When a person, copartnership, association, limited liability company or corporation subject to the provisions of this chapter shall cease to do business in this state, a certificate setting forth such fact and the date whereon it so ceased shall be filed with the secretary of state within ten days after the date such business ceases. Such certificate may be sworn to and filed by a surviving partner, member of such association, officer of such corporation, member or manager of such limited liability company, or person so doing business, his executor or administrator.
(b) Whenever any general partner of such partnership, or member of such association withdraws from the business, a remaining general partner or member shall within 30 days file a certificate with the secretary of state signed and sworn by a remaining general partner or member, setting forth the fact of such withdrawal, together with the date of that withdrawal. Filing of this certificate shall avoid any interruption in the period of registration remaining before the need for renewal, as if no partner or member of the association had withdrawn. (Amended 1961, No. 217, § 1, eff. July 13, 1961; 1981, No. 125 (Adj. Sess.), § 5; 1993, No. 221 (Adj. Sess.), § 25; 1995, No. 166 (Adj. Sess.), § 15; 1995, No. 179 (Adj. Sess.), § 12.)
§ 1629 § 1629. Penalties
Failure to file such certificate at the time so required by section 1628 of this title shall work a forfeiture of $10.00 to be recovered by the secretary of state in a civil action on this statute, in his or her name, against any surviving partner, any member of such association, any officer of such corporation, or any person so doing business, his executor or administrator, and the same shall be paid into the treasury of the state. (Amended 1961, No. 217, § 1, eff. July 13, 1961.)
§ 1630 § 1630. Process agent
Each nonresident doing business in this state in his individual capacity, or as copartner or member of a copartnership or association required by sections 1621 and 1623 of this title to file the returns therein specified, or under any name other than his own, except as otherwise provided, shall appoint in writing a person having an office or place of business and residing in the town wherein the principal office of such nonresident, copartnership or association is located, upon whom process against such nonresident may be served in an action founded upon a liability incurred in this state. Such appointment shall continue in force until revoked by a like instrument appointing another person therein residing, and having therein an office or place of business. Such instrument shall be recorded with the secretary of state. In the event a nonresident has not appointed a process agent, and has not filed such appointment, as set forth in this section, the secretary of state shall be such p
rocess agent. (Amended 1961, No. 217, § 1; eff. July 13, 1961; 1993, No. 221 (Adj. Sess.), § 26.)
§ 1631 § 1631. Vacancy
When such appointee dies or removes from the state, another person residing in such town and having therein an office or place of business, within ten days from the date of such death or removal, shall be appointed in the manner hereinbefore specified, upon whom service of process may be made as provided in section 1630 of this title. In case of such death or removal, or if a person is not appointed as aforesaid, process against such nonresident person may be served by delivering to the secretary of state duplicate copies thereof, one of which shall be filed with the secretary of state and the other shall be forwarded by mail prepaid by the clerk to the last known residence of such person. There shall be paid to the secretary of state by the officer serving such duplicate copies the sum of $2.00. (Amended 1971, No. 84, § 6; 1993, No. 221 (Adj. Sess.), § 27.)
§ 1632 § 1632. Exceptions
The provisions of sections 1630 and 1631 of this title shall not apply to foreign investment companies, foreign building and loan associations, or foreign creamery companies.
§ 1633 § 1633. Secretary of state as process agent
A foreign insurance, express, shipping car, telegraph or telephone company, or a foreign company under any other name engaged in like business, shall not do business in this state as an unincorporated association or partnership, until it has filed with the secretary of state a written stipulation containing the association or firm name, and the names and residences of the associates or partners, and appointing the secretary of state as its process agent. Such stipulation shall be in form and substance like that specified in subdivision 692(3) of this title, and shall have the same legal effect. The provisions of sections 851-853 of Title 12, shall apply to service of process on such company and to acts done by persons or agents in its behalf.
§ 1634 § 1634. Effect of failure and neglect
A person, copartnership, limited liability company or corporation subject to this chapter shall not institute any proceedings in this state for the enforcement of any right or obligation unless it shall, prior to the issuance of the original return or complaint therein, have filed the returns and paid the registration fee required by this chapter; nor shall a license or certificate be granted to a nonresident individual, copartnership or unincorporated association to transact a business specified in Titles 5 and 23 or in chapter 29 of Title 6 until such individual, copartnership or association has complied with the provisions of section 1630 of this title. (Amended 1995, No. 179 (Adj. Sess.), § 13.)
§ 1635 § 1635. Reregistration
(a) One or more persons doing business under a registered business name shall reregister the name every five years by filing a reregistration return with the secretary of state with a fee of $40.00 within 60 days following the date five years after the date of the original registration or of the last reregistration. The secretary of state shall prepare and supply the necessary forms.
(b) When reregistration is not accomplished as provided in subsection (a) of this section, a business name may be registered by the first applicant making application to the secretary of state for an original registration as provided by this chapter. (Added 1971, No. 48, § 2; amended 1977, No. 237 (Adj. Sess.), § 4; 1993, No. 221 (Adj. Sess.), § 28; 2003, No. 70 (Adj. Sess.), § 11, eff. March 1, 2004.)
§ 1636 § 1636. Termination of business name; hearing
(a) If the secretary of state declines to register a business name in accordance with the provisions of subsection 1621(c) of this title, the applicant may request that the secretary determine whether the person to whom the business name is registered is doing business or taking steps to do business in this state.
(b) If, after notice and an opportunity for hearing, the secretary or the secretary's designee finds that the person is not doing business or intending to do business in this state as demonstrated by a substantive act or acts consistent with that intent, the secretary may terminate the registration and register the business name to the applicant. If the business name is not taken by the person who requested a hearing under this section, the business name shall be available for selection by another registrant.
(c) A person aggrieved by a final decision of the secretary under this section may appeal to the superior court of Washington County, which shall consider the matter de novo. (Added 1989, No. 226 (Adj. Sess.).)