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Secretary of State outlines fee harmonization, rulemaking authority and a statutory study in H.243

2595913 · March 13, 2025
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Summary

Office staff told the House Commerce & Economic Development Committee that H.243 would standardize fees across entity types, clarify the Secretary’s authority to adopt forms, procedures and rules, and direct a study with interim and final reports to the legislature.

During the March 12, 2025 hearing on H.243, staff from the Office of the Secretary of State described three additional components of the proposed legislation: fee harmonization, express rulemaking/forms authority, and a legislatively directed engagement and study.

Hall told the committee the office has compiled a fee-comparison table and seeks to standardize filing fees so similarly situated filings cost the same across entity types; the immediate policy goal is revenue- and policy-neutral harmonization but some individual fees would rise while others would fall. He called the current fee schedule “all over the map” and said the bill is intended to make fees equitable and predictable.

On administrative authority, Hall said statutory authority to adopt forms, procedures and rules is scattered across different statutes and sometimes missing. He proposed a consolidated subchapter to give the Secretary explicit authority to adopt forms and procedures and to proceed with rulemaking under the Vermont Administrative Procedure Act (3 V.S.A. chapter 25) when formal rules are necessary—Hall cited UCC and name-rule updates as examples that would follow the formal APA rulemaking process and legislative review by LCAR.

The bill also includes a study provision. Legislative Counsel Rick Segal and committee members worked with staff to shape report timing during the hearing; Segal and staff added a concrete schedule in draft language discussed in the meeting calling for an interim report on or before November 15, 2025, and a final report on or before December 1, 2026. Committee members suggested the interim report could include any proposed legislation the Secretary’s office recommends for immediate enactment and asked staff to prioritize feasible items for the near term while pursuing longer-term work in a phased fashion.

Committee members asked whether the new powers or harmonized forms would create new duties for businesses. Hall said the substantive filing duties would not change in most cases: the proposal clarifies when information can be updated (for example, on annual reports) and would require certain entities currently missing an initial-agent duty (nonprofit cooperative associations) to provide agent information. Hall also said agent changes must be filed through a statement-of-change filing so staff can screen for erroneous or fraudulent designations.

Ending: Legislative Counsel and the Secretary’s staff agreed to refine cross references and the study schedule and to return interim and final reports according to the timeline discussed.