Start a Corporation in Vermont

You probably already know what you want to name your corporation. However, Vermont law won’t let you use a business name that is already in use in the state. To find out if your preferred name is available, check out the Vermont SOS Corporations Division Express Search. That’s not all, your name has to abide by 11A V.S.A. § 4.01, which says that your corporate name must:

• Must include “Corporation,” “Incorporated,” “Inc.,” “Corp.,” or other acceptable word or abbreviation.
• Not have the word “cooperative” or any abbreviation thereof as part of its name unless the corporation is a worker cooperative corporation organized under state law.
• Not include any word or words that makes your business appear to be in an industry that it is not authorized by law to do so.

Next, you’ll need to choose a Vermont registered agent—an individual or business that accepts legal and state documents on behalf of your corporation. Vermont law (11A V.S.A. § 5.01) requires all corporations to have a registered agent.

The Vermont Articles of Incorporation cost $125 to file. Once processed by the state, this document formally creates your Vermont corporation. Note: The information you list on your articles becomes part of the public record—permanently. If that doesn’t sound like something you want, skip the form entirely and hire us to incorporate your Vermont business. We provide a free business address to list whenever possible. Just one way Northwest helps your personal information private.

Here’s the information you will need in order to successfully fill out your articles:

• Business name. Your name must include “Corporation,” “Incorporated,” “Company,” “Limited,” or an abbreviation for one of these words. Tip: Many corporations opt to keep it simple with “Corp” or “Inc.”
• Corporation type. If you want to create a special type of corporation, such as a Professional Corporation, Worker’s Cooperative Corporation, or Benefit Corporation, tick the appropriate box here. Note that these special types of corporations are each subject to different sections of the Vermont Statutes, so they have additional regulations and requirements.
• Fiscal year end. Want your Vermont corporation to operate on a calendar year? Skip this section. Otherwise list the month your fiscal year ends.
• Business description. Either write a few words describing what your business plans to do (such as “real estate management” or “motorcycle repair and maintenance”) or include the NAICS code that most closely matches your business. NAICS codes are six-digit codes that describe pretty much any business activity you can think of.
• Business email. Providing an email is optional. Tip: All the information in your Articles of Incorporation becomes part of the public record, so many corporations skip this section.
• Principal office. This is your primary business address. You must include a street address (although you can include a separate mailing address as well). Tip: Hire us as your registered agent and you can use our Vermont address as your principal office address.
• Registered agent. For your Vermont registered agent, you can list an individual state resident (like someone in your Vermont corporation) or a business that provides registered agent service (like Northwest). Tip: We recommend Northwest.
• Registered office. This Vermont street address is where your agent will be available to accept legal notifications. You’ll also need to include your agent’s email address. Tip: Our address and email will go here when you hire Northwest.
• Authorized stock. List the number of shares you want to create and the total par value of all capital stock. Par value (also known as “face value”) is the price listed on stock certificates and is typically the lowest value at which a share can be traded.
• Division of capital stock. In this section, you’ll note whether or not your shares will be divided into different classes or series. For each class or series, you’ll need to note two things: if they have unlimited voting rights and if they are entitled to net assets if your Vermont corporation dissolves.
• Vermont incorporator. Your incorporator signs your Articles of Incorporation. Your incorporator can be a director, officer, or just someone you authorize to submit your Articles. Incorporators must include their names and addresses. Tip: We’ll be your incorporator when you hire Northwest to form your Vermont corporation.
• Directors. List the names and addresses of your directors. Haven’t sorted out your directors yet? You can skip this section—just note that you’ll have to provide this information on your first Vermont Annual Report. For addresses, you can better maintain privacy and list our business address when you hire Northwest.
• Effective date. Want your Vermont corporation to begin right away? Skip this section. Prefer to have your business start on a specific date? You can list an effective date up to 90 days in the future. Tip: Most corporations skip this section.

Your federal employer identification number (commonly known as an EIN or FEIN) is similar to a social security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.

Bylaws are the internal rules you set for your business. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.

For more on Vermont Corporate Bylaws (including a free Vermont Corporate Bylaws template), see our Vermont Corporate Bylaws resource.

An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.

Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.

In Vermont, corporations file an annual report each year. In addition, the state has a corporate net income tax and a minimum tax based on our corporation’s gross receipts in Vermont.