Register your business in Vermont

LLCs and corporations file with the Office of the Secretary of State². A sole proprietorship has no formation filing. A general partnership registers a name, not articles. The filing creates the company. Licenses and permits is the step that covers permission to do the work.

What’s different in Vermont

• The annual report follows your fiscal year, not one statewide date. An LLC report is due within three months after the fiscal year ends¹⁴ and costs $45. A profit corporation’s report is due within two and a half months after the fiscal year ends⁴ and costs $60¹.
• A missed LLC report ends the articles. If an LLC does not file the report, its articles of organization terminate. Reinstatement can relate back, but only after you pay. The company can lose the name five years after the report was due¹⁵.
• The statute sets the LLC name rule. An LLC name has to contain one of the words or abbreviations in 11 V.S.A. § 4005. They are listed under LLC below.
• A DBA is an assumed business name filed with the state. It is $70¹ and is renewed every five years¹⁶. It is not a town-clerk filing, and it does not create the company.
• You can be your own registered agent. You need a street address and a mailing address in Vermont⁶. The company cannot serve as its own agent.
• You do not need a paid service to file the report. The Secretary of State says some companies are offering to file the annual report for a large extra fee, sometimes four times the actual cost⁹. Filing it yourself at bizfilings.vermont.gov costs only the state fee.

Do this

1. Pick your structure. LLC, corporation, nonprofit, limited liability partnership, general partnership, or sole proprietorship. Pick an entity compares them. The Secretary of State will not choose for you.
2. Check the name in the online business center. A name too close to one already on record is rejected². An LLC name also needs one of the words or abbreviations listed under LLC below. Search the web and the federal trademark database too. A state search does not clear a federal trademark.
3. Reserve the name only if you are not ready to file. An LLC reservation is $25 and lasts 120 days. A corporation reservation is $40¹. It is filed under the same reserved-name statute as an LLC¹², so it also lasts 120 days¹¹.
4. Choose a registered agent. The agent needs a street address and a mailing address in Vermont. The agent may be an individual, or a business or nonprofit that is registered and active with the office, other than the business itself and other than an assumed name⁶. A later change of agent for an LLC is $35¹.
5. File the formation document in the portal. Online filing normally takes less than 1 business day. Mail takes 7 to 10 business days. There is no extra fee for filing online².
6. Put the first annual report on a calendar from your fiscal year end, not from the day you file. An LLC report is due within three months after the fiscal year ends¹⁴. A profit corporation’s report is due within two and a half months after the fiscal year ends⁴. Details are below and on Stay compliant.

By structure

LLC

File Articles of Organization for $155¹. The name rule is in the LLC statute, 11 V.S.A. § 4005: the name must contain "limited liability company" or "limited company," or an abbreviation "L.L.C.," "LLC," "L.C.," or "LC." "Limited" may be "Ltd." and "company" may be "Co."¹⁰ The Secretary of State’s LLC page words it differently. It says the name must end with "Limited Liability Company" (or "LLC" or "Ltd. Liability Co.") or "Limited Company" (or "LC" or "Ltd. Co.")². The statute requires only that the name contain one of its words or abbreviations.

The company is member-managed or manager-managed. Members are the owners. A manager runs the day-to-day work, and a member can be the manager. The office also offers a professional LLC, a low-profit LLC, and a blockchain-based LLC. A professional LLC is for licensed work, and all members, and at least half of any managers, must be licensed in the profession². This series is written for an ordinary for-profit business. If the work is a licensed profession, read the professional rules before you file.

The annual report is due within three months after the fiscal year ends¹⁴. The fee is $45. The first report is not due the week you form the company. It is due after the fiscal year on record expires. If the company does not file it, its articles of organization terminate. To come back, file the missed annual report, its fee, and the reinstatement fee for each year that was missed. Reinstatement relates back as if the termination never happened. The reinstatement line on the fee schedule is $35. The name is lost five years after the report was due¹⁵. Articles of termination, when you close on purpose, are $20. A certificate of existence is $35¹.

Corporation

File Articles of Incorporation for $155. The name must contain "corporation," "incorporated," "company," or "limited," or an abbreviation such as Corp, Inc, Co, or Ltd³. The annual report is $60, due within two and a half months after the fiscal year ends⁴. Articles of dissolution by the board and the shareholders are $35. The fee schedule lists a reinstatement fee of $50¹ for failure to file the annual report. A corporation that does not file its annual report terminates, and the Secretary of State sends a notice of the termination. To come back, file the missed annual report with the fees the law requires. Reinstatement relates back as if the termination never happened¹³. The reinstatement page explains the online filing.

A close corporation can have no more than 35 shareholders, and the shares are not publicly traded³. A professional corporation, a benefit corporation, and a worker cooperative are separate elections on the same office’s page. S corporation status is a federal election on Form 2553¹⁸. Vermont’s tax treatment of that election is on Get your tax IDs. This page does not pick the election.

Nonprofit

File articles for $155. The report is biennial, between January 1 and April 1, every two years, starting the first year after registration⁴. It is $35 if an officer, director, or employee was compensated in the prior calendar year, and $0¹ if none of them was. Past formation, the rest of this series is written for for-profit businesses.

Limited liability partnership

Registration of the qualification is $130. The annual report is $45¹, due between January 1 and April 1, regardless of the fiscal year⁴. Use that filing only if a limited liability partnership is the structure you chose.

Sole proprietorship

No formation filing. You still register for the taxes that apply on Get your tax IDs, and you still check local licenses. A name other than your own is the assumed business name below, unless the exemption applies.

Business names

An assumed business name does not create a corporation, LLC, or other legal entity⁷. The filing is $70¹. It is renewed every five years. The renewal fee is $65, and you can file it not sooner than 60 days before the registration expires. If you miss that window, someone else may register the name¹⁶.

An individual using a business name that includes their full legal name does not have to register it. The office’s example is a name such as “John Smith Carpentry.” Banks may still ask for the filing. The name may not use words that say the name is a corporation, LLC, or other entity⁷. A general partnership registers its business name as an assumed business name⁸.

Formed in another state

A foreign LLC files an Application for Certificate of Authority for $155. Its annual report is $170. A foreign profit corporation files a certificate of authority for $155, and its annual report is $250¹. You still need a Vermont registered agent. A sole proprietor using a personal name does not register. A sole proprietor using another name files an assumed business name. If you are not sure the work counts as transacting business, the foreign-registration page lists activities that do not, by themselves, require registration, and it says to check the facts of the work. Forming in another state covers the tradeoffs.

What you get back

A filed company you can use for your EIN and your bank, and a certificate of existence if you order one for $35¹. The annual report is a separate filing after the fiscal year ends. State tax accounts are a separate step on Get your tax IDs. If the agent resigns, the resignation takes effect on the 31st day after the office receives the resignation. If no new agent is appointed by then, the business loses its good standing and shows a Terminated status until a new agent is appointed⁶.