Vermont Articles of Incorporation
Vermont articles of incorporation form a corporation by filing with the Secretary of State for $155, setting the name, agent, and shares (11A V.S.A. 2.02). Attorney review available.
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Introduction
Vermont requires the articles of incorporation to list an email address for the initial registered agent alongside the registered office street address, and filing them with the Vermont Secretary of State creates the corporation as a separate legal entity. Filing brings the corporation into existence so it can own property, sign contracts, and give its owners limited liability for the corporation's debts. Vermont law requires the articles to set forth the corporation's name, the number of shares the corporation is authorized to issue and the classes of shares, the street address of the initial registered office with the name and email of the initial registered agent, and the name and address of each incorporator (11A V.S.A. 2.02). The filing fee paid to the Secretary of State is $155. After the corporation is formed, Vermont charges a minimum corporate income tax of $100 for a C corporation with Vermont gross receipts up to $500,000, with higher minimums as gross receipts rise, collected by the Vermont Department of Taxes (32 V.S.A. 5832). Every Vermont corporation must also file an annual report with the Secretary of State, with a $60 fee, due within two and one-half months after the close of the corporation's fiscal year (11A V.S.A. 16.22). DocDraft builds your Vermont articles of incorporation from your facts, with attorney review available before you file.
Key Things to Know
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In Vermont, articles of incorporation are the founding document filed with the Secretary of State to create a corporation as a separate legal entity.
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You file the articles with the Vermont Secretary of State and pay a $155 filing fee (11A V.S.A. 1.22). The Secretary of State is the filing office for forming a Vermont corporation.
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Vermont requires the articles to set forth the corporation's name, the number and classes of shares the corporation is authorized to issue, the initial registered office and registered agent, and the name and address of each incorporator (11A V.S.A. 2.02).
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The articles must give the street address of the initial registered office and the name and email of the initial registered agent for service of process at that office. The corporation must continuously maintain a registered agent in Vermont.
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After formation, a Vermont corporation is subject to a minimum corporate income tax of $100 for a C corporation with Vermont gross receipts up to $500,000, with higher tiered minimums as gross receipts rise, collected by the Vermont Department of Taxes (32 V.S.A. 5832).
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Every Vermont corporation must file an annual report with the Secretary of State, with a $60 fee, due within two and one-half months after the close of the corporation's fiscal year (11A V.S.A. 16.22). It updates the state on the corporation's officers, directors, address, and agent.
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Articles of incorporation form a corporation. To form a Vermont limited liability company you file articles of organization instead, and corporate bylaws are a separate internal document the corporation keeps rather than files.
Key decisions before you file
Before you file a Articles of Incorporation in Vermont, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.
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Vermont Requirements for Articles of Incorporation
A Vermont corporation is formed by filing Articles of Incorporation with the Vermont Secretary of State. The filing fee is $155 (11A V.S.A. 1.22). The corporation legally exists once the Secretary of State files the articles.
The corporation name in the articles must include a word such as Corporation, Incorporated, Company, or Limited, or an abbreviation, and must satisfy the name requirements of the Vermont Business Corporation Act.
The articles must state the number of shares the corporation is authorized to issue and the classes of shares. At least one class must together have unlimited voting rights and at least one class must be entitled to receive the net assets on dissolution (11A V.S.A. 2.02).
The articles must give the street address of the initial registered office in Vermont and the name and email of the initial registered agent at that office. The corporation must continuously maintain a registered agent in Vermont.
The articles must give the name and address of each incorporator, and each incorporator signs the articles. An incorporator does not have to be an owner, director, or officer of the corporation (11A V.S.A. 2.02).
Every Vermont corporation must file an annual report with the Secretary of State, with a $60 fee, due within two and one-half months after the close of the corporation fiscal year (11A V.S.A. 16.22). It updates the state on officers, directors, address, and agent.
A Vermont corporation is subject to a corporate income tax with a tiered minimum: $100 for Vermont gross receipts up to $500,000, rising to $500, $2,000, and higher amounts as gross receipts increase, collected by the Vermont Department of Taxes (32 V.S.A. 5832).
Articles of incorporation form a corporation. To form a Vermont limited liability company you file articles of organization instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.
Frequently Asked Questions
In Vermont, articles of incorporation are the founding document you file with the Secretary of State to create a corporation. Filing them makes the corporation a separate legal entity that can own property, sign contracts, and shield its owners from personal liability for the corporation's debts. The articles must set forth the corporation's name, the number and classes of shares it is authorized to issue, its initial registered office and registered agent, and the name and address of each incorporator (11A V.S.A. 2.02).
In Vermont, articles of incorporation create a corporation, which has shareholders, directors, and shares of stock. Articles of organization create a limited liability company (LLC), which has members instead of shareholders and issues no stock. Both are filed with the Vermont Secretary of State and both form a separate legal entity, but they create different kinds of entities under different parts of Vermont law. Choose the one that matches the entity you want.
You file the Articles of Incorporation with the Vermont Secretary of State, and the filing fee is $155 (11A V.S.A. 1.22). You can file online or by mail. Once the Secretary of State accepts and files the articles, the corporation legally exists in Vermont.
Vermont requires the articles to set forth the corporation's name, the number of shares the corporation is authorized to issue and the classes of shares, the street address of the initial registered office with the name and email of the initial registered agent, and the name and address of each incorporator (11A V.S.A. 2.02). The articles must also authorize one or more classes of shares that together have unlimited voting rights and one or more classes entitled to receive the net assets on dissolution.
The registered agent named in Vermont articles of incorporation must have a street address in Vermont, which is the registered office, and must accept service of process for the corporation. The agent can be an individual resident of Vermont or a business entity authorized to transact business in the state. A Vermont corporation must continuously maintain a registered agent in the state so legal papers can be served reliably.
Yes. Vermont imposes a corporate income tax with a tiered minimum tax based on Vermont gross receipts. For a C corporation with Vermont gross receipts up to $500,000, the minimum is $100; the minimum rises to $500, $2,000, and higher amounts as gross receipts increase (32 V.S.A. 5832). The tax is collected by the Vermont Department of Taxes, and the minimum applies even in a low-income year.
Every Vermont corporation must file an annual report with the Secretary of State, with a $60 fee for a domestic corporation, due within two and one-half months after the close of the corporation's fiscal year (11A V.S.A. 16.22). For a corporation on a calendar year, that is by March 15. The report updates the state on the corporation's officers, directors, principal office, and registered agent. Filing on time keeps the corporation in good standing.
In Vermont, articles of incorporation are the short public document you file with the Secretary of State to create the corporation. Bylaws are a longer internal document the corporation adopts and keeps in its own records, not filed with the state, setting the rules for how the corporation is run, such as how directors are elected and how meetings are held. You need the Vermont articles to exist as a corporation and the bylaws to govern it day to day.