How to Incorporate in Vermont

Vermont Secretary of State – Corporations Division
128 State Street
Montpelier, VT 05602-2703

802.828.2386 telephone
802.828.2853 facsimile

Statutory Authority: Vermont Business Corporation Act — Vt. Stat. Ann. tit. 11A § 1-14 (2012)

Vermont Incorporation General Filing Instructions

1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Incorporation.”
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 Incorporation

The following information is legally necessary and sufficient to form a for-profit corporation in Vermont:

1. Company name
2. Alternate name, if first choice is not available
3. Corporation type
4. Business purpose
5. Registered agent name and address
6. Principal office address
7. Fiscal year end (month)
8. Number and class of authorized shares
9. Name and address of each director
10. Printed name, signature, and address of each incorporator

Vermont Incorporation Fee Schedule

Application for Reserved Name: $20.00
Articles of Incorporation: $75.00
Certificate of Authority: $100.00
Certified Copy: $20.00 plus $1.00 per page
Annual Report: $35.00
Articles of Dissolution: $20.00

Company Name

Your company name must end with a corporate designator. In Vermont the specific corporate designators are: “Incorporated” “Corporation” “Company” “Limited” “Inc.” “Corp.” “Co.” “Ltd.”

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.

Registered agent

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.

Optional provisions

The state provided forms ask for and specify what is legally sufficient and necessary to form a Vermont corporation. Nevertheless, Vermont permits you to add other provisions to your Articles of Incorporation as an attachment.

The most common optional provisions are the following:

☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election

Post formation and ongoing compliance

1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. 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 Corporation

1. Complete the “Articles of Dissolution.”
2. Submit the completed document, along with one copy, the filing fee and a self addressed stamped envelope, to the Vermont Secretary of State.

How to Incorporate in Vermont
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