How to reinstate a Vermont Corporation:
When a Vermont corporation has been involuntarily terminated by the Vermont Secretary of State, Corporations Division (SOS) for failure to file its annual report, it can be reinstated quite easily. Just submit the annual reports you missed along with the filing fee and reinstatement fee for each year that the report was not filed. You cannot print or file annual reports on the Vermont SOS website unless your corporation is in active status, so you will have to contact the Vermont SOS to get your corporations old annual reports.
You have to mail your reports and fees or submit them in person. The Vermont SOS requires original signatures so you cannot file by fax or online. Also include a self-addressed envelope so that the SOS can send you a filing acknowledgement. Vermont does not accept cash or credit cards so you should include a check for fees payable to the Vermont Secretary of State.
Office of the Secretary of State
Corporations Division
128 State Street
Montpelier, VT 05609-1104
(802) 828-2386
M-F, 7:45-4:30
How much will it cost to revive a Vermont Corporation?
You will have to pay the $35.00 annual report fee plus a $25.00 reinstatement fee for each missed report (a total of $60.00 for each year you didn’t file a report).
How long does it take the state to process the filing?
Normal processing takes the Vermont SOS 3-5 business days. This is the same for mailed or walked-in documents.
Processing could take longer between January and April when SOS is busy dealing with a high volume of annual reports.
How long does your Vermont Corporation have to be inactive with the state before you wouldn’t have any fees, and would just have to start over with a new Vermont Corporation?
There is no statutory time limit for reinstating your Vermont corporation. So you can do it any time you want. The corporate name is protected for five years after the date the last annual report (before termination) was due. If you file for reinstatement within that time you can keep your corporate name. After the five years is up, you will have to do a name availability check before you reinstate.
You can always just start over with a new Vermont business entity instead of reinstating an involuntarily terminated corporation. One issue would be that if you want the same name, you would have to wait 5 years until the name becomes available again. If you want the same name, and you don’t want to wait five years, you could contact the Vermont SOS to officially dissolve your involuntarily terminated corporation. Then you could form a new Vermont business entity with the same name. Keep in mind that filing the dissolution and formation documents may be more expensive than just reinstating your old corporation. If you are not sure, you can always call the Vermont SOS to see how much it would cost to reinstate the old corporation.
Can you change your Vermont registered agent at the same time on the Vermont reinstatement?
You can only change your registered agent/office by filing the Statement of Change of Registered Office or Registered Agent form.
Can you change your principal address at the same time on the Vermont renewal form?
There is no Vermont corporation reinstatement form. Change the principal address an annual report filed at the time of reinstatement.
Can you change your officers and directors at the same time on the Vermont renewal form?
There is no Vermont reinstatement form. Make those changes on an annual report filed at the time of reinstatement.
How many annual reports can you miss before you can’t renew your Vermont Corporation?
You can apply to reinstate your Vermont corporation any time. There is no time limit to reinstate, but your name is only protected for five years.
Vermont Secretary of State - Forms:
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