§ 3303.
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/vt/title-11/chapter-22/3303A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
§ 3303. Effect of failure to qualify
(a)(1) A foreign limited liability partnership transacting business in this State may not maintain an action or proceeding or raise a counterclaim, crossclaim, or affirmative defense in this State unless it has in effect a statement of foreign qualification.
(2)The successor to a foreign limited liability partnership that transacted business in this State without a statement of foreign qualification in effect and the assignee of a cause of action arising out of that business may not maintain a proceeding or raise a counterclaim, crossclaim, or affirmative defense based on that cause of action in any court in this State until the foreign limited liability partnership or its successor or assignee files a statement of foreign qualification.
(b)The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification does not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in this State.
(c)A limitation on personal liability of a partner is not waived solely by transacting business in this State without a statement of foreign qualification.
(d)If a foreign limited liability partnership transacts business in this State without a statement of foreign qualification, the Secretary of State is its agent for service of process with respect to a right of action arising out of the transaction of business in this State.
(e)A foreign limited liability partnership that transacts business in this State without a statement of foreign qualification shall be liable to the State for:
(1)a civil penalty of $50.00 for each day, not to exceed a total of $10,000.00 for each year, it transacts business in this State without a statement of foreign qualification;
(2)an amount equal to the fees due under this chapter during the period it transacted business in this State without a statement of foreign qualification; and
(3)other penalties imposed by law. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999; amended 2015, No. 128 (Adj. Sess.), § C.4; 2025, No. 10, § 5, eff. July 1, 2025.)