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VERMONT SECRETARY OF
STATE: CORPORATIONS AND LLC'S
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
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!
Doing Business in Vermont
File Your Annual Report
Frequently Asked Questions
Corporations Database Search
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
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.
Start an LLC
- low profit, limited liability company
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.
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
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
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
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 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
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
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
Vermont Non-profit Corporations
Sole Proprietorship / Trade Name /
Limited Liability Companies (foreign
Trade Marks (products - 9
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 email@example.com or
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
The small 5" x 8" UCC form is no longer accepted.