Form a Corporation in Vermont.

Articles of Incorporation

Before it can legitimately begin operations in the state, a new Vermont corporation must file articles of incorporation with the Vermont Corporations Division of the Secretary of State’s office. The articles must be executed (signed) and delivered by at least one incorporator—who must be a natural person (not a business entity) of legal age—and accompanied by the $75 filing fee. The following information must be included in the articles:

• The number of shares the corporation is authorized to issue
• The classes of shares, if any, and the number of shares in each class that the corporation is authorized to issue
• A statement as to any classes of shares that together have unlimited voting rights
• One or more classes of shares (which may be the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution

Vermont also permits optional provisions to be included in the articles, such as:

• The names and addresses of the initial directors
• The corporate purpose(s)
• Provisions for regulating the powers of the corporation, its board of directors, and shareholders
• A par value for authorized shares or classes of shares
• Provisions establishing the preferences, designations, limitations, and relative rights of share classes
• Any situations requiring shareholder personal liability for corporate debts

Registered Agent and Office

Every Vermont corporation must have a registered agent in the state—the person or office designated to receive official state administrative and legal correspondence.

The registered agent must be either a Vermont resident whose business office is the same as the registered office, or a corporation authorized to conduct business in Vermont that has a business office identical to the registered office.

Bylaws

Bylaws lay out the corporation’s basic managerial and legal operating principles that manage their internal affairs. Vermont corporations must keep a copy of their bylaws at their principal executive office, but are not required to file them with the state.

At its initial meeting, the incorporators or the board of directors should adopt corporate bylaws, and then keep them updated as time goes on. If no directors have been elected the incorporators may adopt initial bylaws for the corporation. If neither the incorporators nor the board of directors have adopted initial bylaws, the shareholders may do so.

The board of directors of a corporation may adopt, amend, or repeal bylaws, unless the articles reserve this right to the shareholders. Bylaws normally address:

• Shareholders and directors meetings
• The authority, number, and tenure of directors
• Voting procedures
• The duties, responsibilities, and tenure of officers
• How stock is issued
• How and when annual financial information is provided to shareholders

Directors

Officers are listed in the initial bylaws or elected by the board of directors, and may appoint other officers in accordance with the bylaws. There must be at least a president and a secretary. Officers may appoint other officers in compliance with the bylaws and board of directors. At least one officer has the responsibility of preparing minutes of director and shareholder meetings, and for maintaining and authenticating corporate records.

An officer may hold more than one office in the corporation unless the corporation is a professional corporation.

Requiment Reports

Your new Vermont corporation must file an annual report with the state Secretary of State within two and a half months following the end of each fiscal year. This report must indicate:

• The corporation’s name and its place of incorporation
• The address of the corporation’s registered office
• The name of its registered agent there
• The address of the corporation’s principal office
• The names and addresses of the corporation’s directors, president, secretary, treasurer, and all others with policy-making authority

The corporation must mail annual financial statements to its shareholders within 120 days after the close of its fiscal year. These statements must include (as a minimum) a balance sheet, income statement, and a statement of changes in shareholders’ equity.

Taxes

Vermont’s corporate tax system has three brackets with an annual minimum payment of $250 and a top rate of 8.5 percent on corporate income of over $25,000.

The Green Mountain State recognizes “S corporation” status. A “subchapter S” corporation (frequently referred to as an “S corp”) is treated as a pass-through entity for tax purposes in the same way as a sole proprietorship or partnership. The S corp does not file a tax return on its own behalf. Instead, all tax-related data for the S corp is filed as part of the owner’s individual income tax.