Register a Vermont Foreign LLC
Vermont Foreign LLCs are businesses that were formed in a jurisdiction outside of Vermont but are registered to do business in Vermont. The process to register your foreign LLC in Vermont involves submitting an Application for Certificate of Authority to Vermont's Secretary of State and paying a $125 filing fee. If your LLC was not formed in Vermont but engages in retail sales or services there, owns or leases office space or a storefront in Vermont, or pays employees there, you'll need to register as a Vermont Foreign LLC.
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How to Register a Foreign LLC in Vermont
Applying for foreign qualification in Vermont involves submitting a Certificate of Authority to Transact Business to the Vermont Secretary of State. You must also include your Certificate of Existence (or comparable document) from your home state, dated no more than 90 days prior to your application.
1. Appoint a Vermont Designated Agent for Service of Process
The first thing you will need to do is choose a Vermont Designated Agent for Service of Process (also called a registered agent). You must appoint a registered agent who is local to Vermont and has a physical address in the state where they can accept legal processes on your behalf. This can be a person you know or a registered agent service with a Vermont office.
Why hire a professional registered agent?
One reason to hire a registered agent service is for privacy protection. The address you include on your Certificate of Authority will be publicly available for anyone to find. Most registered agent services (including ours) will let you use their business address on this form instead of your own.
Can I be the registered agent for my Vermont foreign LLC?
You can, but only if you actually live in Vermont.
2. Check the availability of your business name
Vermont’s “distinguishable on the record” standard requires that your business name be different enough from the other registered Vermont businesses that the public would not be confused about who they are dealing with. Therefore, before registering, search the online business name database and make sure your name is available. If it is not, choose a DBA—or doing business as—name that your company will use while transacting business in Vermont.
You can also reserve your business name through the Secretary of State’s website prior to submitting your application. This costs $20.
3. Obtain a Certificate of Existence
You will need to obtain a Certificate of Existence, also called a Certificate of Good Standing, and include it with your Certificate of Authority application. Essentially, your Certificate of Existence tells Vermont’s Secretary of State that your business is currently in good standing in the state or jurisdiction where it was formed. Vermont requires the Certificate of Existence to be dated no more than 90 days prior to your foreign qualification application.
How do I get a Certificate of Existence?
The process for obtaining a Certificate of Existence varies by state, but in most states, you can request one online for a small fee and receive it immediately.
4. Complete the Application for Certificate of Authority
The Vermont foreign LLC application, called the Application for Certificate of Authority, can be completed online or via the mail. Online typically takes less than 1 business day and is the preferred method by the Vermont Secretary of State. Through mail, the file processing takes 7-10 business days at least. The cost is $125 regardless.
According to 11 V.S.A. § 4112, the application must include:
- LLC name
- State where your business was organized
- Address of your designated office
- Name and address of your designated agent
You will need to upload a recent Certificate of Good Standing from your home state in a format accepted by the Secretary of State. This includes: .jpeg, .jpg, .png, .gif, .bmp, .tif, .pdf.
If you are a professional LLC applying for foreign qualification, you will need to attach your business license to the application.
The Application for Certificate of Authority will be reviewed by the Secretary of State. You will be informed of either your approval or rejection status through the mail.
If you’re ready to get started, you can Register Your Foreign LLC in Vermont now with Northwest.
How much does it cost to file the Application for Certificate of Authority in Vermont?
The application for foreign qualification in Vermont costs $125, regardless of if you file online, through the mail, fax, or in person.
How do I file the Application for Certificate of Authority in Vermont?
You can file your Vermont Foreign LLC application in one of four ways: online (preferred method), by mail, in person, or by fax. If you do not file online, keep in mind that your turnaround time is closer to 7-10 business days, rather than the online 3 business days.
Online: Vermont Business Services Division
By Mail or In Person:
Vermont Secretary of State
26 Terrace Street
Montpelier, VT 05609-1104
Do foreign LLCs need to file Articles of Organization in Vermont?
No. You do not need to file Vermont Articles of Organization when applying for foreign qualification.
5. Receive your Certificate of Authority
Once Vermont has approved your application, the state will send you a certificate and file-stamped copy by mail.
How long does it take for Vermont to process the application?
Online processing typically takes less than 1 business day and is the method preferred by the Vermont Secretary of State. Through mail, the file processing can take 7-10 business days or more.
Vermont Foreign LLC Registration FAQ
How do I amend a foreign LLC in Vermont?
Amending your foreign LLC is Vermont is required in two scenarios: the changing of your business name, or the changing of the state/country where your business is organized. It costs $20 to file an amendment online, and the Vermont Secretary of State recommends using their online portal for a 1-business day turnaround. Filing through the mail takes 7-10 business days for a response.
What does doing business mean in Vermont?
11 V.S.A. § 4113 states that doing business includes “each act, power, or privilege exercised or enjoyed in this State by a foreign limited liability company.” Um, yeah, that clears it up.
While Vermont’s definition of doing business is awfully vague, there are a few activities that typically count, including:
- having employees in the state
- having an office or shop in the state
- bidding on government contracts
- bringing a lawsuit in the state
- operating a telecommunication business
Alternatively, here are a few things that do NOT count as doing business if completed alone and not in tandem with other business activities not listed below:
- defending or settling a lawsuit/legal proceeding
- holding board of directors meetings
- maintaining bank accounts
- selling through independent contractors
- creating or acquiring debts, mortgages, or security interests
- securing or collecting debts, mortgages, or security interests
- conducting an isolated transaction that is not repeated
- Read more: What Exactly Does “Doing Business” in Another State Mean?
Does a foreign LLC have to file an annual report in Vermont?
Yes. Your foreign LLC will need to renew your business registration within 3 months of the end of each fiscal year, which is determined by your formation date in the state. This costs $140 to file.
You will need to file your annual report using the Online Business Service Center. Choose “File your Annual Report” from the main menu and follow the prompts to enter and/or update your information.
Though you must complete the annual report online, you have the option to pay and submit online or to print the report and mail it with a check.
How can I withdraw my Vermont foreign LLC?
You can withdraw your foreign LLC by filing a Certificate of Cancellation with the Vermont Secretary of State. Vermont recommends filing online, as this has a faster filing time. You will need to access the Certificate through the online portal regardless. Filing through the mail can take up to 10 business days. The filing fee is $20.
How will my foreign LLC be taxed?
Vermont Foreign LLCs are, by default, taxed as “pass-through” entities. This means that profits pass through into the business to the owners (members). The owners then report the profits as income on their personal tax returns. Members will be responsible for paying their own federal and state income taxes. Foreign LLCs can also elect to be taxed as an S-Corp or C-Corp.
For more information on taxes in Vermont, check out our Vermont tax guide.