How to Form an LLC in Vermont
Vermont Secretary of State – Corporations Division
128 State Street
Montpelier, VT 05602-2703
Statutory Authority: Limited liability Company Act — Vt. Stat. Ann. tit. 11 § 21 (2012)
Vermont LLC General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Organization.”
3. Submit the completed documents, along with a photocopy, your filing fees, and a self addressed stamped envelope, to the Vermont Secretary of State.
Vermont Articles of Organization
The following information is legally necessary and sufficient to form a limited liability company in Vermont:
1. Company name
2. State under whose laws the limited liability company is organized
3. Business purpose
4. Principal office address
5. Registered agent name and address
6. Fiscal year end month
7. Management structure
8. Member liability
9. Printed name, signature, and address of each organizer
Vermont LLC Fee Schedule
Application for Reserved Name: $20.00
Articles of Organization: $100.00
Certificate of Authority: $100.00
Certified Copy: $20.00 plus $1.00 per page
Annual Report: $25.00
Your company name must end with a limited liability company designator. In Vermont the specific limited liability company designators are: “Limited Liability Company” “Limited Company” “L.L.C.” “LLC” “L.C.” “LC”.
Conduct an entity name search on the Vermont Secretary of State’s website to confirm the availability of your company name.
If the name you want is available you can reserve it for 120 days by filing an “Application for Reserved Name” and paying a name reservation fee of $20.00. NOTE: Reserving your company name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
Vermont requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Vermont resident or active Vermont business entity that has a Vermont street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Vermont resident and have a Vermont street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a Vermont limited liability company. Nevertheless, Vermont permits you to add other provisions to your Articles of Organization as an attachment.
The most common optional provisions are the following:
☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation
Post Formation and Ongoing Compliance
1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open company bank account.
5. Create and maintain company records book.
6. File Annual Report.
Registering as a Foreign Entity
1. Complete the “Application for Certificate of Authority.”
2. Attach a Certificate of Good Standing from the official of the state under whose laws the corporation was incorporated, dated within 30 days of filing.
3. Submit the completed documents, along with the $100.00 filing fee, to the Vermont Secretary of State.
Dissolving a Vermont LLC
1. Complete the “Articles of Termination.”
2. Submit the completed document, along with one copy, the filing fee and a self addressed stamped envelope, to the Vermont Secretary of State.