Start a Corporation in Vermont
To start a corporation in Vermont, you must file Articles of Incorporation with the Secretary of State. You can file the document online or by mail. The Articles of Incorporation cost $125 to file. Once processed by the state, this document formally creates your Vermont corporation. You can use our tool to fill out the Official Vermont Corporation Articles of Incorporation. You’ll even be able to download, print, or save your progress, all for free.
The best part is you only need to enter your information once to create a free account and pre-populate your Articles of Incorporation, corporate bylaws, IRS filings, and ongoing annual filings to maintain your Vermont corporation. You can use our free system to file with the state yourself or you can have us help you out along the way.
How to Start a Corporation in Vermont
A Vermont corporation is a type of business entity with a legal existence that is separate from its owners. If properly maintained, a corporation can conduct business in its own name and has many of the rights and obligations of a natural person, including the ability to enter into contracts, sue and be sued, hold assets, and pay taxes in its own name.
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.
Name Your Corporation
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.
Can I reserve a business name in Vermont?
Yes. If you’re not ready to start your corporation, you can reserve your company name for up to 120 days by filing a VT Business Name Reservation online and paying the $20 filing fee.
Is a Vermont assumed business name the same as my legal business name?
The legal name of your corporation is the one listed on your Vermont Articles of Incorporation. A Vermont assumed name (also called a DBA) is akin to a nickname that your business can use instead of its legal business name. All types of Vermont businesses can use a DBA in place of their legal business name. To register an assumed name in Vermont, you’ll need to fill out an Assumed Business Name Registration and pay the $50 filing fee.
Thinking about using an assumed business name? See our guide on How to Get a Vermont DBA.
Designate a Registered Agent
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.
Can I be my own registered agent?
If you want all of the personal contact information that you put on your Vermont Articles of Incorporation to go on public record, then yes, you should be your own registered agent. If you’d prefer to keep as much of your personal information private, you’ll probably want to hire a professional registered agent like Northwest.
Learn why the pros use a registered agent service.
Can I change my registered agent after I form my corporation?
Absolutely! You can change your registered agent in Vermont by filing a Change of Registered Agent form with the Secretary of State, Corporations Division. There is a $25 filing fee.
Submit Articles of Incorporation
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.
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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 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.
Any special rules for Vermont corporation 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 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 our corporation’s gross receipts in Vermont.
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 does the Vermont Annual Report cost?
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.