(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 n 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.)
Vermont Legal Code