Form an LLC in Vermont.

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Your LLC’s Name

The name of your new Vermont LLC must be easily told apart from any other business entity’s name registered or reserved with the state. Your new LLC’s name must end with the words “Limited Liability Company” or “Limited Company,” or the abbreviations “LLC,” “L.L.C.,” “LC,” or “LLC.” The word “Limited may be abbreviated as “Ltd.,” and the word “Company” can be abbreviated as “Co.”

An available LLC name may be reserved for up to 120 days for $20, and that reservation can be renewed one time for an additional 120 days.

Articles of Organization

The formation of a Vermont LLC means that you have to file articles of organization (along with the $75 filing fee) with the Corporations Division of the Vermont Secretary of State’s office. The articles—which must be signed by at least one of the LLC’s managers, members, or organizers—must include:

  • The LLC’s name
  • The LLC’s duration; if for a specified time period (“term”) or of perpetual duration (“at-will”)
  • The street address of the LLC’s registered office
  • The name of the LLC’s registered agent there
  • Names and addresses of all organizers
  • A statement that the company will be managed by one or more managers, if applicable
  • If the company will be managed by managers, their names and addresses
  • Whether the LLC members will be personally liable for the LLC’s debts and obligations
  • The title of the manager(s), member(s), or organizer(s) who signed the articles

Your new LLC is considered officially “organized” once an original and a copy of the articles of organization are delivered to the Secretary of State and are found to comply with state requirements. The Secretary of State endorses both copies but retains the signed original and returns the copy to the LLC or its representative.

Registered Agent and Office

Vermont LLCs are required to maintain an in-state registered agent—the person or office designated to receive official state legal and administrative correspondence. An LLC’s registered agent may be an individual who resides in Vermont or a business entity authorized to do business there. The registered office may be—but doesn’t have to be—the LLC’s place of business, or one of them.

Operating Agreement

Another very important document for your new LLC is its operating agreement. Having an operating agreement is not an official requirement, but it’s a critical internal document that explains how the LLC will actually run. The operating agreement should list the LLC’s members, how much each one has invested, how profits will be distributed, and how much relative weight each member has when voting. It can be amended or repealed as specified in the agreement itself or by state law.

The operating agreement can also include requirements for meetings (notice, quorum, voting rules, etc.) and similar functions, but it doesn’t have to. Often, however, it does include operating constraints and allowances that are already contained in state law and regulations. It also may contain constraints on the members’ authority to amend or repeal the operating agreement or any of its provisions.

Membership in the LLC

A Vermont LLC must have at least one member; all members must be individual persons (as opposed to business entities). Members may acquire an interest in the LLC with the consent of the majority of the members, by making a contribution to the LLC, or in some other manner laid out in the articles or organization or operating agreement.

Member contributions to the LLC may consist of cash, property, services rendered, or a binding obligation (such as a promissory note) to make these kinds of contributions in the future.

Members may resign from the LLC, but only in accordance with procedures specified in the articles of organization or operating agreement. A member is not allowed to resign before the completion of the minimum time set for membership specified in the articles of organization or the operating agreement. If a member resigns wrongfully, the LLC may pursue remedies for any damages suffered by the LLC as a result of the resignation.

Ongoing Requirements

All Vermont LLCs must submit an annual report to the secretary of state that includes:

  • The LLC’s name and the state where it was originally formed
  • The address of the registered office
  • The name of the LLC’s registered element of state
  • The address of the LLC’s principal office
  • The names and addresses of the managers, if applicable


A Vermont LLC is dissolved when any one of the following events occurs:

  • An event specified in the articles of organization or operating agreement as requiring dissolution
  • When the time for expiration arrives that is specified in the articles of organization
  • When a member leaves the LLC, unless:
    • The remaining members agree within 90 days to continue the business
    • The company continues under a right laid out in the operating agreement
  • Written consent to dissolve by the number or percentage of members specified in the operating agreement
  • An event that makes it illegal for the LLC to continue
  • A court order mandating dissolution


An LLC by its nature offers some specific advantages over a corporation’s organizational structure, including access to more deductions, since the LLC is not required to be a separate tax entity like a corporation. Instead, it is considered a “pass-through” entity for tax purposes, meaning that LLC owners report business profits and losses on their individual tax returns.

Unless you choose to tax the LLC as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means that the LLC itself does not pay taxes on its own behalf and does not have to file a tax return as such.

Additionally, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners (not the LLC itself) each pay taxes on their share of the LLC’s profits on their personal income tax returns.

The LLC tax rate for Vermont is variable, based on net Vermont taxable income. Vermont’s personal income tax system is made up of five brackets with a top rate of 9.5 percent that takes effect at $357,700. Among states with individual income taxes, Vermont’s top rate ranks fourth highest nationally.

Learn more about forming an LLC 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)

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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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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.

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Commonly Asked Questions For Starting a Vermont LLC

How is an LLC Taxed?
For federal income tax purposes the profits of an LLC (Limited Liability Company) "pass through" to the personal income of the members/owners. In the case of a single member LLC it is taxed the same as a sole proprietorship (i.e. typically filed on the schedule C of the owner's personal income tax filing). In the case of a multi member member it is taxed the same as a partnership (i.e. a 1065 partnership return is filed with the IRS, with a schedule K-1 being supplied to each partner/member showing the proportional profit/loss allocated to them, with this being filed on the schedule C or E).
NOTE: These are general tax explanations and may not apply to everyone. You should confer with the appropriate accounting/tax specialists to make sure you understand your personal tax liability.
What is the Management Structure of an LLC?
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-US Residents allowed to own a Corporation of 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 LLC 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 LLC?

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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