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When incorporating in Vermont with LegalZoom, we not only file your articles of incorporation with the Vermont Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your Vermont corporation.
Vermont Incorporation Information
Incorporating in Vermont
Choosing a business name is one of the initial steps in the process of forming your Vermont Corporation. The name that you choose:
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check before filing to see which names are available.
- Must be distinguishable from any other registered Vermont business entity and any reserved names on record, subject to certain exceptions under state law.
- May not contain language stating or implying that it is organized for a purpose other than that permitted by state law and its articles of incorporation.
In addition, the name must contain one (or an abbreviation of) the following words, or words or abbreviations of like import in another language:
When incorporating in Vermont, articles of incorporation must be filed with the Vermont Secretary of State. Vermont law requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:
- Minimum Number of Incorporators: One or more.
- Eligibility Requirements: An incorporator must be a natural person of majority age.
- Duties: Delivering articles of incorporation to the Secretary of State for filing.
- Listing Requirements - The name and address of each incorporator must be listed.
Vermont allows a corporation to be formed for any lawful business activity, subject to state regulation over certain industries. The general corporate purpose does not need to be stated in the articles.
- Minimum Number of Directors: One or more.
- Eligibility Requirements: None. The articles of incorporation or bylaws may prescribe qualifications for directors.
- Listing Requirements: Not required in the articles.
Required Stock Information:
- The number of shares the corporation is authorized to issue.
- The classes of shares, if any, and the number of shares in each class that the corporation is authorized to issue.
- A statement as to One or more classes of shares that together have unlimited voting rights.
- One or more classes of shares (which may be the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution.
Vermont also permits optional provisions to be included in the articles of incorporation, such as:
- The names and addresses of the initial directors.
- The corporate purpose(s).
- Provisions managing the business and regulating the affairs of the corporation.
- Provisions establishing the designations, preferences, limitations, and relative rights of share classes.
- A par value for authorized shares or classes of shares.
- Limitations on a director's liability for money damages to the corporation or its shareholders in certain situations.
- Shareholder personal liability for corporate debts in certain situations.
The incorporators or board of directors must adopt initial bylaws for the corporation. In general, the bylaws can contain any provisions for managing the business and regulating the affairs of the corporation that are not inconsistent with law or the articles of incorporation.
Officers must be listed in the bylaws or elected by the board of directors, and there must be at least a president and a secretary. Officers may appoint other officers in compliance with the bylaws and board of directors. At least one officer has the responsibility of preparing minutes of the directors' and shareholders' meetings and for authenticating records for the corporation. Any officer, except for the president or secretary, may hold more than one office in the corporation unless it is a professional corporation.
Every Vermont corporation must have a registered agent located in Vermont -- the person or office designated to receive official state correspondence and notice if the corporation is "served" with a lawsuit.
Eligibility Requirements - The registered agent must have a business office identical to the registered office and must be either: (1) an individual residing in the state, or (2) a corporation with authority to transact business in the state.
Vermont requires that every corporation maintain a registered office in the state, which may be any of its places of business
Under Vermont law, a professional corporation is formed in order to render services within one specific profession, subject to certain state exceptions. Professional corporations generally may not provide any other non-ancillary services and must comply with particular conventions in its choice of corporate name.
An annual report must be filed with the Vermont Secretary of State within two and a half months after the close of each fiscal year. This report must be current as of the date of execution and must indicate:
- The corporation's name and its state or country of incorporation.
- The address of its registered office and the name of its registered agent at that office.
- The address of its principal office.
- The names and business addresses of its directors and the president, secretary, treasurer, and all other officers with policy-making authority.
The corporation must mail annual financial statements to its shareholders within 120 days after the close of its fiscal year. These statements must include at least a balance sheet, income statement and a statement of changes in shareholders' equity.
The corporation must also provide to its shareholders a report of any indemnifications or expenses advanced to a director in connection with a proceeding by or in the right of the corporation, with or before notice of the next shareholders' meeting.
Income Tax Rate:
For information on the Vermont state income tax rate, visit: http://www.state.vt.us/tax/
S corporation status is recognized by the State of Vermont.