Form a corporation in Vermont.

$49 + State Fee & 1st Year FREE Registered Agent

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Choosing a Corporation Name

Choosing a name for your new Vermont corporation is one of the first official steps toward actually conducting business in the state. The corporate name you choose must be readily distinguishable from all other registered and reserved business entities and it may not state or imply that the corporation is organized for some purpose other than specified in its articles of incorporation or permitted by state law.

Your new business’ name must include one of the following words, an abbreviation thereof, or words of similar meaning in another language: “Incorporated,” “Corporation,” “Limited,” or “Company.”

An available corporate name may be reserved for up to four months by for a $20 fee.

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 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


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.


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.

Learn more about incorporating in Vermont

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+ $125 (state fee)

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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+ $125 (state fee)

everything from silver+

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EIN / Tax ID Number Providing an EIN is required to open a
business bank account and is required to
file business tax returns.

Personalized Operating Agreement Includes most common provisions to protect members from liability

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+ $125 (state fee)

everything from
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Expedited Filing Expedited processing speeds the turn- around time for your order.

Customized LLC Kit Personalized slip binder and embossed seal with your company name and date of fomation.

FedEx Delivery Faster mailing option that includes a track number.

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Commonly Asked Questions For Starting a Vermont Corporation

How is a Corporation Taxed?
Unlike many other business entities in which the profits pass through to the owners' personal tax return (e.g. LLCs, S Corporations, etc.), the C Corporation is a completely separate taxable entity. The C Corporation pays federal taxes on the net profits (after all expenses, including salaries and bonuses) of the business by filing the 1120 form with the IRS. The after tax profits can be paid out to the owners (shareholders) in the form of dividends, or retained for reinvestment of the business. The first $50,000 of net income is only federally taxed at 15% rate, and the next $25,000 is taxed at a 25% rate. Different states have different rules on how they tax corporations.
What is the Management Structure of an Corporation?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-U.S. Residents Allowed to Own a Corporation or LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an Corporation with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an Corporation?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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