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
File Articles With the Secretary of State
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.
Corporate Name With a Designator
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.
Authorized Shares and Classes
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).
Registered Office and Registered Agent
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.
Incorporators
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).
Annual Report to the Secretary of State
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.
Minimum Corporate Income Tax
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).
Corporation Versus LLC
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.