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How to File your Vermont LLC
Articles of Organization
Quick Start Guide
This Quick Start Guide is a brief overview of how to form an LLC in Vermont.
Vermont LLC Costs:
Vermont LLC filing fee: $125
Vermont LLC annual report fee: $35
(check out Northwest vs LegalZoom)
Vermont LLC Articles of Organization Online Filing Instructions
In this lesson, we will walk you through filing your LLC Articles of Organization with the Vermont Secretary of State. This is the document that officially forms your Vermont LLC.
LLC filing fee:
The state fee to form an LLC in Vermont (file the Articles of Organization) is $125. This is a one-time fee.
Note: The “LLC filing fee” (the fee to create a Vermont LLC) is the same thing as the “Articles of Organization fee”. The Articles of Organization is the document that, once approved by the Secretary of State’s office, creates your Vermont LLC.
The state prefers that you file your LLC Articles of Organization online (instead of filing by mail).
While the state still provides a paper Articles of Organization form, they don’t make it easy to download. You actually have to submit a form request in order to get it.
Furthermore, the mail filing of an Articles of Organization takes 7-10 business days for approval. On the other hand, the online filing only takes 1 business day for approval.
For the above reasons, the instructions on this page are only for filing a Vermont LLC online.
While we no longer offer instructions on how to file by mail, if you still prefer to file by mail, the steps will be similar. You’ll just need to mail your Articles of Organization (2 copies) to the Secretary of State and pay by check or money order. You’ll also need to send them a self-addressed stamped envelope. The mailing address is Vermont Secretary of State, Corporations Division, 128 State Street, Montpelier, VT 05633-1104.
Prior Lessons: Before filing your Vermont LLC Articles of Organization, make sure you have read the prior two lessons:
Northwest ($39 + state fee) or LegalZoom ($149 + state fee)
(check out Northwest vs LegalZoom)
Filing Vermont LLC Articles of Organization Online
Create an account with the Vermont Business Service Center:
- Visit the Vermont Corporations Division: Click Login page
- Click “Create a User Account”.
- In the first step, select “Business User” from the “Role” drop down, then enter your name, address and contact details, then click “Continue”.
- In the second step, enter your desired username, your password, and your security question; then click “Create My Account”.
- In the final step, a message will appear stating that your account has been successfully created. To save your account details, click “Print the Login Details”. When finished, click “Login” to proceed. Make sure to keep your login information in a safe place.
Login and get started:
- You should now be automatically logged in. If not, visit this page and log in: Vermont Corporations Division: Click Login
- You’ll be taken to your account dashboard. From the menu located on the left, click “VT SEC OF STATE ONLINE SERVICES” (the menu will then expand).
- Click “Start or Register Your Business” (4th item on the list).
Let’s get started forming your Vermont LLC…
• Select I am Creating a New Domestic Business.
• From the “Business Type” drop down, select:
Limited Liability Company (LLC, PLC, L3C, BBLLC)
• From the “Select a LLC type” drop down, select:
Limited Liability Company
Enter your desired LLC name exactly as you would like it, including your preferred capitalization as well as the designator. Vermont law allows for the following designators:
– LLC (most commonly used)
– Ltd. Co.
– Limited Company
– Ltd. Liability Company
– Ltd. Liability Co.
– Limited Liability Co.
– Limited Liability Company
Comma: You can use a comma in your Vermont LLC name or you can leave it out. For example, “VT Mountain Brew, LLC” and “VT Mountain Brew LLC” are both acceptable.
Alternative business names:
To avoid the hassle of having to do a whole new filing in case your desired LLC name is rejected, we recommend you enter two alternative names in the boxes provided.
An NAICS Code (North American Industry Classification System) is used by government agencies to identify your Vermont LLC’s line of business and activities. It’s mostly used for statistical purposes.
Select your LLC’s NAICS Code and NAICS Sub Code from the drop down menus. If you don’t see your exact industry, you can just select the option closest to your industry.
Alternatively, if you want your LLC to have a general purpose, just select “Any Legal Purpose” from the NAICS Code menu.
“Vermont” will already be chosen as the default. You won’t be able to change anything in this section, so just leave it as-is.
DESIGNATED OFFICE INFORMATION:
Physical Address: Enter your LLC’s physical location. This address can be an actual office address, or it can be a home address, or a friend or family member’s address. This address must be an actual street address. PO Boxes are not allowed. This address can be located in Vermont, but it doesn’t have to be. This address can be in any state. If your LLC does not have an actual physical location, then enter the address where the business records will be kept.
Mailing Address: If you have a different address where you prefer to receive mail, enter that address here. If your mailing address is the same as your physical address, then check off the “Same as Physical Address” box. This address can also be located in any state, but unlike the physical address, you can use a PO Box for your mailing address if you’d like.
Once finished, click the “Continue” button at the bottom.
BUSINESS EMAIL ADDRESS:
Enter your preferred email address. I know it’s called “Business Email”, but it doesn’t have to be an actual business email address. You can just use your personal email address if you’d like.
The state will email your LLC approval (stamped and approved Articles of Organization) to this address.
FISCAL YEAR END (MONTH):
Most LLCs follow the normal calendar year for their fiscal year – (which is January 1st to December 31st). This is the easiest and simplest route for accounting and tax purposes. If that’s the case for your LLC, leave “December” selected from the drop down menu.
If your accountant or tax professional has recommended a different fiscal year, then select that fiscal year’s closing month instead.
NEW REGISTERED AGENT:
Note: If you’re not sure what a Registered Agent is or what your options are in Vermont, please read our Registered Agent lesson before proceeding.
If your Registered Agent is an individual person:
• Click the “Create Agent” button
• Enter their full name
• Select “Individual” as the Agent Type
• If the agent wants to receive email notices for the LLC, enter their email (optional)
• Enter their physical address and and mailing address
• Click the “Create Agent” button
If you hired a Vermont Commercial Registered Agent:
• Enter the company’s name in the “Search Agent Name” box and click “Search”
• A search results box will then appear
• Find your agent and click on their name once to save
• Their information will be auto-filled below
If you hired Northwest Registered Agent ($125 per year), just search for “Northwest Registered Agent” and they’ll appear in the results.
Management Style: From the drop down menu, select whether or not your LLC will be Member-managed or Manager-managed (note: we are underlining words in this section to make things easier to read).
– A Member-managed LLC is where all the owners have the ability to bind the LLC in contracts and agreements, as well as run the business and day-to-day operations.
– A Manager-managed LLC is where only one, or a few designated people (called “managers”), have the ability to bind the LLC in contracts and agreements, as well as run the business and day-to-day operations. The other members cannot bind the LLC in contracts and agreements, and they can’t take part in running the business and day-to-day operations. Instead, they take a passive/investor role.
Article: If you’d like to learn more about Member-managed LLCs vs. Manager-managed LLCs, please read this article.
Tip: Most Vermont LLCs choose to be run and managed by all Members, so they elect to be Member-managed.
Does the LLC have Members at the time of filing: Select “yes” to indicate that your LLC has members at the time of filing.
Completing this section is optional. The Vermont Secretary of State does not require that you disclose the details for the Members or Managers of the LLC. Here are the pros and cons. Pros: Privacy. Your LLC’s ownership and management details do not become a part of public records. Cons: It can be a little more difficult to prove ownership of the LLC when opening a bank account. However, you should be fine opening a bank account if you show the bank your LLC’s Operating Agreement (we will provide you with one in the next lesson).
If you would like to list your LLC’s Members/Managers, enter their title, full name, physical address, and mailing address, and then click “Save”. Repeat this process for each Member/Manager that you’d like to add.
In this section, you can upload any additional provisions or supporting documentation for your LLC. Most filers leave this section blank, unless their attorney has given them specific provisions to add.
Click the “Next” button to proceed.
Effective Date (choose between the 2 options):
• If you would like your LLC to go into existence on the date it is approved by the Vermont Secretary of State, then select the first option (which will be selected by default).
• If you want your LLC to go into existence on a future date, then select the second option and enter that specific date in the box (it cannot be more than 90 days ahead).
Tip: If you’re forming your Vermont LLC in October, November or December, and you don’t need your LLC open right away, you can forward date your filing to January 1st of the following year. This will save you the hassle of filing unnecessary forms or taxes for those few months with little to no activity. For more information, please see LLC effective date.
Enter the full name of the person submitting the Articles of Organization to the state (this will most likely be you).
This role is known as the Organizer. The Organizer is the person who is filing the Articles of Organization with the Vermont Secretary of State.
Enter “Organizer” in the box.
Click the “Continue” button to proceed.
Review the information you’ve entered to check for accuracy and typos. If you need to make any changes, click the “Edit” button to the right of any section.
If everything looks good, click the “Proceed to pay” button at the bottom.
• Select “Credit Card” as your payment method
• Enter your credit or debit card information
• Enter your billing address (the one associated with the card)
• Click the “Pay Securely using Credit Card” button
Congratulations! Your Vermont LLC has been filed online for processing. Now you just need to wait for approval.
Vermont LLC Approval (Online Filing):
When filing online, your Vermont LLC will be processed and approved in 24 hours.
You’ll receive back a stamped and approved copy of your Articles of Organization and it will arrive by email (sent to the email address you provided during your filing).
You’re finished! There are no more steps to filing your Vermont Articles of Organization online. Please proceed to the next step below.
After you’ve submitted your Articles of Organization to the Secretary of State and your Vermont LLC has been approved, you can then proceed to the next lesson: Vermont LLC Operating Agreement.
Vermont Secretary of State Contact Info
If you have any questions, you can contact the Vermont Secretary of State at 802-828-2386. Their hours are 7:45am to 4:30pm (Monday – Friday).
Vermont Secretary of State: Register a Business in Vermont
Vermont Secretary of State: Limited Liability Company (LLC)
Vermont Statutes Annotated: Title 11, Chapter 25, Section 4022
Vermont Statutes Annotated: Title 11, Chapter 25, Section 4023
Vermont Statutes Annotated: Title 11, Chapter 25, Section 4024
Vermont Statutes Annotated: Title 11, Chapter 25, Section 4025
Vermont Statutes Annotated: Title 11, Chapter 25, Section 4026
Vermont Statutes Annotated: Title 11, Chapter 25, Section 4027