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How to withdraw a foreign Vermont LLC or corporation business with the Secretary of State

We’re Just Not Annoying®

VERMONT SECRETARY OF STATE CERTIFICATE OF AUTHORITY CANCELLATION REQUIREMENTS AND INSTRUCTIONS

How to withdraw your foreign Vermont Limited Liability Company or Vermont Corporation Certificate of Authority:

To withdraw your foreign corporation or LLC from Vermont, file an Application for Withdrawal with the Vermont Secretary of State, Corporations Division (SOS). There is one withdrawal form for corporations and LLCs. Fillable forms are available on the Vermont SOS website, but you don’t have to use them. You can draft your own Application for Withdrawal as long as it includes the required information. Submit the original application and a copy by mail or in person. Since Vermont requires original signatures, you cannot file by fax or online. Include a self addressed envelope so the SOS can send you a filing acknowledgement.

The Vermont SOS does not accept cash or credit cards. Checks should be payable to Vermont Secretary of State.

Do you need a Vermont Department of Taxes clearance first?

No. The Vermont SOS does not require you to get a tax clearance before you withdraw your foreign corporation or LLC.

Vermont registered agent resignation may also be necessary.

How much does it cost to cancel your out of state registration with Vermont?

There is a $20 filing fee to withdraw your foreign LLC from Vermont.

How long does it take the state to process the withdrawal filing?

Usually, walked-in or mailed withdrawals can be processed by the Vermont SOS in 3-5 business days.
Documents filed in January-April take a bit longer because of the number of annual reports received by the Vermont SOS at that time.

What agency do you need to file the certificate of withdrawal with?

Office of the Secretary of State
Corporations Division
128 State Street
Montpelier, VT 05609-1104
Phone: (802) 828-2386
M-F, 7:45-4:30

What happens if you don’t file a withdrawal and just let your annual report filings go unfiled?

Foreign corporations and LLCs authorized to do business in Vermont are required to file an annual report and fee with the Vermont SOS at the end of each fiscal year (as designated in the Certificate of Authority). The report must be filed within two and a half months after the end of the fiscal year. For example, if your corporations fiscal year ends in December, you would file your annual report between January 1 and March 15. The Vermont SOS will mail notice of the annual report due date to your Vermont registered agent so you know when to file. If your foreign corporation or LLC does not file the annual report and fee within the required timeframe, the Vermont SOS will notify you that your certificate of authority has been terminated.

If you just don’t file an annual report, how long before you lose your Certificate of Authority?

If you do not file your report within 2 ½ months after the fiscal year ends, the Vermont SOS will simply notify you that the corporation or LLCs authority has been involuntarily terminated. The termination notice will show the date on which the foreign entity’s ability to lawfully transact business in Vermont ends.

What are the late fees and penalties to re-register if your registration is forfeited?

The Vermont SOC allows foreign corporations and LLCs to reinstate so that they can resume doing business. You would have to file your missing annual report(s), plus the fee and penalty fee, to reinstate your foreign entity.

A foreign LLC would have to pay the $125 annual report fee, plus a $25 penalty, per missed annual report.

A foreign corporation would have to pay the $175 annual report fee, plus a $25 penalty per missed annual report

How long does the registered agent have to accept service of process after a foreign corp or llc has filed a Certificate of Withdrawal of Registration?

The foreign corporation or LLC revokes the authority of its Vermont registered agent to accept service of process on its behalf by filing the application for withdrawal. So once the withdrawal is filed, the registered agent no longer has to accept process for the corporation or LLC.

Vermont Secretary of State – Forms:

http://www.sec.state.vt.us/corps/forms.htm#

Corporate Compliance
by Local Corporate Guides®