The 'lawful authority' required by a foreign corporation to do business in this state is that furnished by a 'certificate of authority' from the commissioner of foreign corporations to a foreign corporation. Except as otherwise provided, a foreign corporation shall not do business in this state until it has received a certificate of authority from the commissioner of foreign corporations.
The applying corporation must furnish a copy of its articles of incorporation to the commissioner. It must also file affidavits setting forth its assets and its indebtedness in considerable detail, as well as the names of its directors, the type of business which it proposes to carry on in Vermont, and the proposed location of its Vermont office. Further, it must stipulate that the secretary of state shall be its attorney for the service of process in any action or proceedings brought against it in this state, as well as its agent for the service of notices relating to taxation against it under the laws of this state.
No problem is presented in ascertaining the legislative intent requiring a foreign corporation to obtain a certificate of authority to do business in this state. The furnishing of the data relative to such corporation's corporate standing, and its financial standing, is so that residents of this state may have obtainable to them the same information on such foreign corporation's business responsibility as is available to such residents on the stability of domestic corporations under our corporation laws, before contracting with it.
The requirement that the foreign corporation appoint the secretary of state as its process agent assures Vermont residents contracting with such corporation a redress in Vermont courts for any wrong suffered thereby. It also assures that the State of Vermont can collect any taxes lawfully due it as a result of the business done here by the foreign corporation.