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VERMONT SECRETARY OF STATE:  CORPORATIONS AND LLC'S

Vermont Corporations

Everything you ever wanted to know about incorporating as a domestic Vermont Corporation can be found among these pages.

In addition to the requirements outlined in these pages, a corporation must maintain workers' compensation insurance through the Dept of Labor and Industry. You may apply for officer exclusion from coverage by filing form 29 - with that department. The officers of a corporation that may be excluded include the president, vice president, secretary, clerk and treasurer.

This site is designed to help answer many of your questions, but it is not intended to replace the advice of a qualified attorney, a certified public accountant, or other field related experts.

Corporations celebrate 100 years!

Related Links:

Doing Business in Vermont 
Corporation Types
Incorporating
After Incorporation
File Your Annual Report
Forms
Statute t.11a
Frequently Asked Questions


More Links
Corporations Database Search

 

Foreign Corporations

This section deals with "foreign" corporations. Foreign simply means that the corporation filed articles of incorporation in a different state - other than Vermont.

These pages only deal with "Vermont law" and what the "foreign" corporation must do in order to do business here.

For legal or technical advice please consult with a qualified attorney, a certified public accountant, or other field-related experts.

Related Links:

Getting Qualified
Forms
Statute t11a,ch15 
Corporations Database Search

 

Limited Liability Companies (LLCs)

More commonly referred to as "LLC" - this type of company is not a corporation or a partnership but has elements of both. A Limited Liability Company can offer its members and managers "limited liability" for the obligations of the company.

Vermont statutes require that all employers provide workers' compensation coverage for its employees, unless a specific exemption exists, questions regarding this issue should be directed to the Department of Labor.

This section is designed to help answer many of your questions, but it is not intended to replace the advice of a qualified attorney, a certified public accountant, or other field related experts.

Related Links:

Start an LLC 
Forms
Statute T11,Ch21
Professional LLC 
L3C - low profit, limited liability company
FAQ's
File your annual report online

 

 

Frequently Asked Questions and Reasons Why Applications Are Rejected

Here in Corporations, we have to read and understand the statutes relating to businesses just about every day and design all those forms. By statute, we are required to get some specific information and if the information needed is missing then "reject it." We try to make our forms easy to understand, but we know that what seems obvious to us may not be so obvious to you. Therefore, the purpose of this page is to point out some of the more common errors and omissions and answer some questions that might be helpful when you complete your application.

FAQs

Who is the incorporator? 
The incorporator is simply the individual who completes and signs the articles of incorporation. The incorporator can be anyone - resident or non-resident of Vermont - an attorney, an officer or director of the corporation - even you.

What is a process agent (commonly referred to as a registered agent) and what is his or her role? 
This is the person that will accept service of process for your corporation in case of a lawsuit. This person must be a resident of Vermont and the address given must be an actual physical location, not a po box. Annual report notices sent to the corporation from the Secretary of State's office, will be mailed to the registered agent. The agent is required to forward any such notices on to the corporation. Having a reliable agent with a deliverable address is crucial to the corporation.

How long will it take to process an application? 
Normal turn around time for processing applications takes 3 to 5 working days. We do not have an expedited service, but if you have an emergency and need a filing sooner, and it is reasonable and within our power to do, we will gladly accommodate you. Our busiest time of the year is between January and April. This is the time that most corporations (between 17,000 - 22,000) choose to file their annual report. With this large volume of mail, it is necessary for every one to assist with the sorting, distributing, and opening the daily mail - even with added temporary help the normal day-to-day processing takes longer. During this period of time, hand delivering your application is highly recommended, if you have a deadline to meet, however, hand delivering does not mean that we can process your application while you wait - but it does assure you that your application is opened, dated and will be processed with the current days mail and not buried with the annual reports - in the yet to be opened mail.

Can an application be faxed or filed online? 
Not yet, but stay tuned. We will be happy to fax you a form or you can print the form off the Internet, but an application can not be filed by return fax or online. The main reasons are that all applications require an original signature, and the fee must be attached.

Why do I need a corporate ending? 
Certain entities require that an ending indicator be attached to the name mainly to indicate what type of entity it is. For example, corporations (profit and nonprofit) must use words like corporation, company, incorporated, or initials thereof and partnerships must use limited partnership, limited liability partnership, etc. or initials thereof. On the other hand, trade names cannot use these types of indicators as a part of its name. Any application for a trade name with "company" attached will be returned. Each form will indicate the type of ending that is required for that particular entity.

Do you take credit cards? 
Not yet, but we do offer Draw Down Accounts. Some professionals write checks every day for payment of services. A draw down account is a fund set up, in advance, to draw from rather than continuously cutting new checks.

Some reasons forms are rejected

Form is incomplete: As a general rule, complete the application in its entirety. Some applications are designed to fit more than one type of entity - to cut down on the number of forms - so there may be one or two questions that you can ignore. For example, the Limited Liability Partnership application is used by both VT and Foreign partnerships. To clarify the difference, a Vermont entity is created under the laws of Vermont while a Foreign entity is created under the laws of another state.

The application was not signed: All forms need to be signed and may require a notary public signature as well. If the form says it needs the signature of a notary public - believe it! For those who aren't familiar with the term notary public - this is an individual, authorized by a superior court, to certify the signature on the application. The notary must witness the signing, so don't sign it until the notary is present - otherwise you will have to sign it again! No - you cannot notarize your own signature! Most forms only require one persons signature, but it also requires the person who signs the application to indicate his/her official title, verifying the authority to sign the document. Generally the form will indicate who is required to sign the application.

The statutory fee was not attached: Unfortunately, every application must be accompanied by a specified fee. All fees are a form of a tax that has been implemented by the Vermont Legislature to fund programs run by the State of Vermont. No application can be processed without the fee attached. Payment may be in the form of a check or money order payable to the Secretary of State. (Don't forget to sign the check!) We do not take credit or debit cards or cash. Each form will indicate what the fee for that particular filing is, or to get a complete listing of all fees click here!

We are unable to read your application or there is a spelling error: On occasion we receive an application that we can't read - no matter how hard we try. If we can't read it - we can't file it. We recommend that you type or print your application. Some applicants purposely misspell words in the business name in order to be unique, but others, make unintentional spelling errors. For most of the application it doesn't matter, but it does matter for the "name" - you should pay particular attention to make sure that you have written the name of your entity correctly. If we are not sure what you intend we may return it to you for clarification, because once the name is approved - spelled correctly or not - the only way it can be fixed is by filing another document and another fee.

The NAME you wanted is not available: To do your own preliminary name search yourself click here or you can call us at 802-828-2386 and we will do a similar search for you. It is important, however, that you remember that this is just a preliminary search and is not an ok for you to begin using the name. A name will not be available if there is an exact match or if a name very similar is found. A final search will be conducted when your conformed application is received in this office. Don't spend money on advertising, letter head or put up any signs until the name is officially approved by this office. If you think the name you have chosen is questionable, you may want to attach an accompanying sheet of paper listing alternate names, in order of your preference, and we will approve the first name that is available. Once your business name is approved you can begin using the name, but remember you have to use the name exactly the way it is registered. You can't register "Joe's Bar & Grill" and then put up a sign for "Joe's Bar." It is also important that you understand that even if you receive a valid registration for a name, it is not a guarantee that someone, somewhere may have a prior claim to that name and challenge your use of it.

Have no record that this entity exist or the name submitted does not agree with our records: Sometimes we receive annual reports, or other filings, under names that don't exactly match our records, or simply don't exist in our database. Often it is simply not registered with us, or the business decided to change its name, forgetting one important detail -- to apply for that name change with the Secretary of State. Any name change (and some other changes as well) are not legal until the proper amendment is filed with the Secretary of State.

Not to pick on nonprofit corporations, but they are among the biggest offenders for this minor detail, not so much that they "changed" their name they simply shortened it because its too long to remember. They tend to have extremely long names so they shorten it for convenience - who could possibly remember a name like - "The God Fearing Men, Women, and Children of the Church of Gospel Unified Christian Believers Incorporated" - (no this is not a real name - but you can imagine what we go through when we get an abridged report for - "The GFMWC of the Church of GUCB"). We find ourselves constantly asking "what is the exact name of your business?" Remember, if you don't give us the "exact" name - we probably won't be able to find it!

To help us save some time: Please include a duplicate copy of your application, as well as a self addressed envelope to return your acknowledgement.

If you will take a little extra time when completing your application, we shouldn't have to reject it and you will get your confirmation much quicker. We want your experience with us to be a pleasant one! If you need assistance feel free to call us (802) 828-2386 or visit us at the Redstone Building

Forms

Most of our forms may be edited and printed with little effort. Simply fill in the information requested, print the form using the print function on your computer, sign the application and submit it, with proper fee, to our office. Because the law still requires a real signature and, as yet, we can't accept a credit card form of payment, these forms cannot be filed online. If there isn't enough space for you to add all your information, just attach an additional page with your submission. It is not mandatory that you use our form, as long as you use the basic format and include all the information required. While we can help you with most filing details and cite the statute requirements to you we recommend that you consult with an attorney or other professional persons if you have questions regarding specific legal or taxation issues.

Mail your completed form - IN DUPLICATE - with appropriate fee, to the Office of Secretary of State, Corporations Division, 128 State Street, Montpelier, VT 05633-1104. If you need assistance - email us at Ali.Sarafzade@sec.state.vt.us or call 802-828-2386.

Vermont Profit Corporations

Vermont Non-profit Corporations (including Cooperatives)

Miscellaneous

Sole Proprietorship / Trade Name / DBA

Limited Liability Companies (foreign or domestic)

Foreign Corporations

Trade Marks (products - 9 VSA,Ch.71)

Partnerships

Telemarketers (9 VSA,Section 2464)

UCC FORMS INDEX

Send your completed form, with appropriate fee, to the Office of Secretary of State, Attn UCC, 128 State Street, Montpelier, VT 05633-1104. If you have questions or need assistance - send an email to corps-ucc-administrator@sec.state.vt.us or call 802-828-2386.

Send ONE original and ONE COPY when filing the paper forms with this office.

Forms revised 05/22/02
(PDF format -download the free Adobe Acrobat Reader)

The small 5" x 8" UCC form is no longer accepted.

 

 

 

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