Vermont Incorporation, LLC, and Not-for-Profit Information

Nickname:The Green Mountain State

Capital: Montpelier

Following please find a guide of state information with reference to the registration of a Vermont Corporation, LLC and Not-For-Profit company. Please click on the tab to the corresponding Vermont entity for which you would like additional information. You will find information on items such as company name, filing document, annual report and taxation requirements. Please contact us for more information or to place an order.

Company Name:

The name shall contain the word "corporation", “company”, "incorporated" or "limited" or an abbreviation of one of such words, "Inc.", "Corp.", “Co.” or "Ltd.". The name cannot contain the word “cooperative”.

The name shall be as such to distinguish it from the names of other companies of any kind. The name cannot contain words or phrases which indicate that it is being formed for any other purpose then stated in the Articles of Incorporation.

Company names in Vermont can be reserved for 120 days.

Formation Document:

The formation document required to file a corporation in Vermont is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, type of corporation, purpose, principal office address, end of fiscal year (month), shares, par value, incorporators name, address and signature, directors name(s) and address(es), and registered agent name and address.

Professional Corporations:

Vermont law does allow for the formation of Professional Corporations (PC's).

Directors/Officers:

Corporations are managed by their Board of Directors. The minimum number of directors required in Vermont is 1 and there is no age requirement. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

Bylaws:

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director/shareholder meetings, voting responsibilities, stock issue procedures and other operating procedures.

Annual Requirements:

All Vermont corporations will be required to file an annual report every year with the Secretary of State. The statement will request updated information on the name and address of the chief executive officer, the principal executive office, and the address for service of process. The report is due two and half months after the company’s fiscal year end. The State sends notices to registered agent address. Failure to file the annual report may result in the company becoming inactive.

Assumed Name DBA:

Corporations can register an Assumed Name (DBA) with the Office of Secretary of State, Corporations Division. If a corporation desires to conduct activities under a name other than its true legal name, a Trade Name Registration complying with Title 11, Chapter 15 of the Vermont Statutes must be filed with the Secretary of State. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the corporate endings "corporation", "incorporated" or "limited" or an abbreviation of one of such words.

Dissolution:

Vermont provides a procedure for voluntarily dissolving a domestic corporation by filing an Articles of Dissolution pursuant to Title 11 of the Vermont Statutes with the Vermont Secretary of State.

Taxation:

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

Further, if your corporation wants to apply for S-Corporation Election it should be applied for right after formation. In Vermont an application for S-Corporation Election is required to be filed with the IRS. An application for S-Corporation Election is not required to be filed with the Vermont Department of Taxation.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Vermont Department of Taxes at http://www.state.vt.us/tax.

Company Name:

The name shall contain, without abbreviation, the words "Limited Liability Company", “Limited Company” or the abbreviation "L.L.C.", “Ltd. Co.”, “LC” or "LLC". The name cannot contain the word “cooperative”.

The name shall be as such to distinguish it from the names of other companies of any kind. The name cannot contain words or phrases which indicate that it is being formed for any other purpose than then stated in the Articles of Organization.

Company names in Vermont can be reserved for 120 days.

Formation Document

The formation document required to file an LLC in Vermont is called the Articles of Organization. The information listed in the Articles of Organization includes, but not limited to, the name of the company, state or county company was organized, end of fiscal year (month), duration, managed by: member or manager and name and address of managing person, purpose, county in which the office of the corporation is to be located, organizers name, address and signature, and registered agent name and address.

Professional LLC's

Vermont law does allow for the formation of Professional LLC's (PLLC's).

Members/Managers

LLC's are managed by one or more members/managers. The members are like the shareholders of a corporation and are the owners of the company. The managers are like the officers of a corporation and run the company on behalf of the members. The minimum number of members required in Vermont is 1 and the company can be member managed. The terms of office of the members/managers are stipulated in the company operating agreement.

Operating Agreement

The company operating agreement regulates the way in which your company will be run. The operating agreement is adopted at the initial meeting of the members and is updated as needed. Included in the operating agreement will be information on member/manager meetings, voting responsibilities, membership interest and other operating procedures.

Annual Requirements

All Vermont LLC's will be required to file an annual report every year with the Secretary of State. The statement will request updated information on the address for service of process. The report is due two and half months after the company’s fiscal year end. The State sends notices to registered agent address. Failure to file the annual report may result in the company becoming inactive.

The LLC must also keep detailed records of the company members, managers, articles of organization, operating agreement and tax returns for inspection at its principal office.

Assumed Name DBA

LLC's can register an Assumed Name (DBA) with the Office of Secretary of State, Corporations Division. If an LLC desires to conduct activities under a name other than its true legal name, a Trade Name Registration complying with Title 11, Chapter 15 of the Vermont Statutes must be filed with the Secretary of State. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the LLC ending "Limited Liability Company" or the abbreviation "L.L.C." or "LLC".

Dissolution

Vermont provides a procedure for voluntarily dissolving a domestic Limited Liability Company by filing an Articles of Termination pursuant to Title 11, Chapter 21, §3105 of the Vermont Statutes with the Vermont Secretary of State.

Taxation

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Vermont Department of Taxes at http://www.state.vt.us/tax.

Company Name:

The name shall contain the word "corporation", “company”, "incorporated" or "limited" or an abbreviation of one of such words, "Inc.", "Corp.", “Co.” or "Ltd.", unless the corporation is formed for charitable or religious purposes, or for purposes for which the approval of the commissioner of social services or the public health and health planning council is required, or is a bar association.

The name shall be as such to distinguish it from the names of other companies of any kind. The name cannot contain words or phrases which indicate that it is being formed for any other purpose then stated in the Certificate of Formation.

Company names in Vermont can be reserved for 120 days.

Formation Document

The formation document required to file a Not-For-Profit corporation in Vermont is called the Certificate of Formation. The information listed in the Certificate of Formation includes, but not limited to, the name of the company, specific purpose, names and addresses of the initial directors and members, service of process, principal office address, incorporators name, address and signature, registered agent name and address, e-mail address or phone number for the company.

Directors/Officers

Not-For-Profit corporations are managed by their Board of Directors. The minimum number of directors required in Vermont is 3 and there is no age requirement. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

You can choose to have a members for your Not-For-Profit organization. The members have the exclusive right to elect directors, amend articles and bylaws, and vote on a merger or dissolution of the corporation. A membership structured Not-For-Profit organization normally benefits the members of the organization, such as a club or social organization. A Not-For-Profit organization that does not have members will be governed by its board of directors as is the case with most charitable organizations.

Bylaws

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director meetings, voting responsibilities, membership requirements and other operating procedures.

NFP corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors and officers, minutes of all director meetings, records of actions taken by directors without a meeting, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.

Annual Requirements

Vermont Not-for-profit corporations are will be required to file an annual report every year with the Secretary of State. The report is due two and half months after the company’s fiscal year end. The State sends notices to registered agent address. Failure to file the annual report may result in the company becoming inactive.

Assumed Name DBA

NFP Corporations can register an Assumed Name (DBA) with the Office of Secretary of State, Corporations Division. If a NFP corporation desires to conduct activities under a name other than its true legal name, a Trade Name Registration complying with Title 11, Chapter 15 of the Vermont Statutes must be filed with the Secretary of State. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the corporate endings "corporation", "incorporated" or "limited" or an abbreviation of one of such words.

Dissolution

Vermont provides a procedure for voluntarily dissolving a domestic corporation by filing an Articles of Dissolution pursuant to Title 11B of the Vermont Statutes with the Vermont Secretary of State.

Taxation

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc.

In order to apply for tax-exempt status under section 501(c)(3) of the Internal Revenue Code, an organization must be organized and operated exclusively for exempt purposes set forth in section 501(c)(3) of the IRS code, and none of its earnings may inure to any private shareholder or individual. The company must file Form 1023 for charitable organizations or Form 1024 for other types of tax exempt organizations in order to apply for tax-exempt status. Visit http://www.irs.gov/Charities-&-Non-Profits for additional information.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Vermont Department of Taxes at http://www.state.vt.us/tax.