Everything You Need to Know About Vermont Corporations:
Vermont Incorporation Options
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How to Incorporate in Vermont
To start a corporation in Vermont, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Incorporation with the Secretary of State, Corporations Division. You can file this document online or by mail. The articles cost $125 to file. Once filed with the state, this document formally creates your Vermont corporation.
Per Vermont Law 11A V.S.A. § 5.01, every Vermont corporation must continuously maintain a registered agent. You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your articles wherever possible to ensure maximum privacy.
If you’re starting a new business, you probably already know what you want to name your corporation. But you’ll need to know if your preferred name is available. To find out, visit the Vermont SOS Corporations Division Express Search and browse until you find the perfect name for your corporation.
Once you know who your registered agent will be and what your corporation name is, you’re ready to file your Vermont Articles of Incorporation. Follow along with our filing instructions below:
Filing the Vermont Articles of Incorporation
Learn more about each Articles of Incorporation requirement below. Note that the information you provide becomes part of the public record—permanently.
Better yet, skip the form entirely and hire us to incorporate your Vermont business. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private.
1. 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.”
2. 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.
3. Fiscal Year End
Want your Vermont corporation to operate on a calendar year? Skip this section. Otherwise list the month your fiscal year ends.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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.
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.
13. 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.
Why Have a Registered Agent Form Your Vermont Corporation?
Professionals in Vermont hire registered agent services like Northwest Registered Agent for incorporation—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. Our offices are located in Shelburne, VT. We’re on a first name basis with the people who work in the Corporations Division.
As your registered agent, we list our Shelburne registered office address on your corporation’s formation documents. Why? If you’re starting a business from your apartment in Montpelier, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding & Business Address
At Northwest, we do everything a registered agent should do and more. You can list our address as your business address on your state filings. We include limited digital mail forwarding with registered agent service (up to 5 pieces of regular mail per year; $15 a doc after that).
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your corporation in Vermont. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My Vermont Corporation Is Formed?
After your Vermont Articles of Incorporation are approved, you still have a few more important steps to take, including getting an EIN, drafting bylaws, holding your first meeting, opening a bank account, and learning about state reporting and tax requirements.
Get an EIN
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.
Why does my Vermont corporation need an EIN?
The IRS requires corporations to get an EIN for their federal tax filings, and the Vermont Department of Taxes requires an EIN when you register for business tax accounts (depending on the taxes you are required to pay, you may need to register for more than one). You may also be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.
How do I get an EIN for my corporation?
You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form. Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our incorporation service.
Write Corporate Bylaws
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.
Do I need bylaws for my Vermont corporation?
Yes. State statute 11A V.S.A. § 2.06 notes that bylaws shall be adopted either by your corporation’s incorporators or its board of directors.
You don’t have to submit bylaws to the state though. Corporate bylaws are internal documents you keep with your other corporate records, such as meeting minutes and resolutions.
What should bylaws include?
Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:
Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?
Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?
Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?
Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?
Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?
Vermont bylaws can make other provisions as well, assuming additions are in accordance with state law. For example, state statute 11A V.S.A. § 7.05 notes that Vermont bylaws can require that notice needs to be given if an annual or special shareholders’ meeting is adjourned to a different date, time, or place.
How do I write bylaws?
Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your Vermont corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.
Hold an Organizational Meeting
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.
Are there any special rules for Vermont organizational meetings?
Per state statute 11A V.S.A. § 2.05, if you name the initial directors in your articles, they will hold your corporation’s organizational meeting. If no directors are named in your articles, the incorporators will hold the meeting. However, if you’d rather not meet, you don’t have to—as long as the actions taken are put in writing and signed by each incorporator, your corporation can organize. The meeting doesn’t have to be held in Vermont.
Open a Corporate Bank Account
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.
How do I open a bank account for my Vermont corporation?
To open a corporate bank account in Vermont, you’ll need to bring the following with you to the bank:
A copy of the Vermont corporation’s Articles of Incorporation
The corporation’s bylaws
The corporation’s EIN
If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation. At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.
File Vermont Reports & Taxes
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 Vermont gross receipts.
What is the Vermont Annual Report?
The Vermont Annual Report is a filing you must submit each year. You will confirm or update your corporation’s ownership and contact information. It’s important to note that you can’t update your registered agent or office with this report—that requires a separate Registered Agent or Office Address Change form.
How much is the Vermont Annual Report?
$45. This is the fee required to file the Vermont Annual Report.
When is the Vermont Annual Report due?
The filing is due 2.5 months after your fiscal year end. If you operate on a typical calendar year, this means you’ll need to file your Annual Report by March 15th. Forget to file? You’ll pay a $25 late fee.
These filings can be easy to forget—which is why we send our clients automatic reminders for your Vermont Annual Report filings. Or better yet, let us file for you. With our business renewal service, we can complete and submit your annual report for you for $100 plus the state fee.
What should I know about Vermont corporate taxes?
Vermont’s corporate net income tax rates are:
6%: $0 to $10,000
7%: $10,001 to $25,000
8.5%: over $25,000
Vermont also requires a minimum tax based on Vermont gross receipts. Most corporations have a minimum tax of $300. The minimum will increase to $400 if your corporation has over $2 million in gross receipts (and will jump to $750 if you have over $5 million in gross receipts).
Have an S corp? Instead of the corporate net income tax, your business is subject to Vermont’s Business Entity Tax (a flat $250).
The Vermont sales tax is 6%. Cities are permitted to add on an additional percent, so in cities like Burlington and South Burlington, the rate is 7%. There are also loads of specialty taxes, especially for specific goods and services. For example, there’s a 9% tax on prepared meals, restaurant meals, and hotel rooms.
Do corporations have to register with the Vermont Department Of Taxes?
Most businesses operating in Vermont have to register with the Vermont Department of Taxes. You can register via the myVTax or by filing an Application for Business Tax Account. You’ll need your EIN before you can register.
Vermont Corporation FAQs
How can I submit the Vermont Articles of Incorporation?
You can file Vermont articles online or by mail. Mailed filings must be submitted in duplicate with payment and a self-addressed stamped envelope to the following address:
Vermont Secretary of State
128 State Street
Montpelier, VT 05633-1104
How much does it cost to start a Vermont corporation?
$125. This is the state filing fee to submit Vermont Articles of Incorporation.
Hire us for a one-time fee of $350, including the state filing fees and minimum franchise tax fee.
How long does it take to start a Vermont corporation?
You can typically get your approval within a day or two if you file online. It takes much longer by mail—about 7-10 days. The Vermont Secretary of State also makes it tough to apply with a paper form. The forms are not readily available on their site, but if you need to file through the mail you can request whatever forms you need via the state’s Forms Request tool.
Does a Vermont corporation need a business license?
There’s no general, statewide business license required in Vermont, but many local areas have licensing requirements of their own. For instance, if you operate in the town of Brattleboro, you’ll need a business license ($50) and if your location needs signage, you’ll pay another $45 for a sign permit.
For some license applications you may need an EIN or a certified copy of your Articles of Incorporation. At Northwest, we can streamline the process and get these for you—simply add on these items during checkout.
What is a foreign Vermont corporation?
A corporation formed outside of Vermont—but which conducts business in the state—is considered a foreign Vermont corporation. For example, if you incorporated in Maine but decide to open a storefront in Vermont, you would be a foreign Vermont corporation. This also means you would need to register with the state by filing an Application for Certificate of Authority with the Vermont Secretary of State. Foreign corporations are required to file the Vermont Annual Report each year as well.
Can Northwest help me form a nonprofit corporation?
Absolutely! We’re happy to start a nonprofit corporation for you. Note that incorporating a Vermont nonprofit requires a different form, but the filing fee is the same: $125. Vermont nonprofits must also file a biennial report every two years ($20).
How can I get a Vermont phone number for my corporation?
It’s a conundrum: you need a local number to display on your website and give to customers, but you don’t want to make your personal number quite so…public. We get it. And we’ve got you covered with Northwest Phone Service. We can provide you with a virtual phone number in any state—plus unlimited call forwarding and tons of easy-to-use features. You can try Phone Service free for 60 days when you hire us to form your corporation, and maintaining service is just $9 monthly after that. No contract required.
How to Order Vermont Incorporation Service
Our Vermont incorporation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
We’ll form your Vermont corporation for $350 total and include one year of registered agent service, a secure online account filled with business maintenance tools and all the state forms you’ll need, and the lifetime support of our expert Corporate Guides. Just choose Hire Us below, answer a few easy questions about your business, and submit your payment.
Next, we’ll prepare and submit your Vermont Articles of Incorporation to the Secretary of State, Corporations Division. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the Vermont Secretary of State has approved your filing, we notify you that your Vermont corporation has been legally formed. You can now move on to next steps, like holding your organizational meeting and opening a bank account.