Vermont LLC Formation – Basics & Helpful Information

This article is meant to be a general overview of the Vermont LLC formation process; including information about how to start a Vermont LLC and other basic issues related to Vermont LLCs.

 Form an LLC in Vermont

You can use this checklist to help guide you through the process of forming an Vermont LLC:

Step 1: Decide on a Business Name

The first step in creating an LLC in Vermont is naming your business. You’ll need to check with the Vermont Secretary of State to make sure the name you’ve chosen is available. You can do this online via the Vermont Business Search.

It is also highly recommended that you check the US Patent and Trademark Office to see if someone has a federal trademark of the business name you want (the Vermont Secretary of State will not check other state’s databases or the federal trademark database).

Your LLC name must contain the words “limited liability company” or “limited company,” “Ltd Liability Co” or “Ltd Co” or the abbreviations “L.L.C.”, “L.C.”, “LLC”, or “LC”.

Vermont Trade Names

A trade name is similar to a “doing business as” (DBA) name. Although a trade name is not legally required, it is a wise business practice. The filing fee is $50 and processing time takes 3-5 days if filed online and 7-10 days if mailed. Vermont trade names are only applicable in Vermont and are not substitutes for a national trademark filing.

See more info on Vermont Trade Names →

Step 2: Register your LLC with the State

Vermont Articles of Organization

Your Vermont LLC is formed by signing and filing Articles of Organization with the Vermont Secretary of State. You can also e-file the Vermont Articles of Organization. The staff will examine the articles for statutory compliance and will either approve the articles for filing or reject the articles with instructions on how to resubmit the document.

Vermont Registered Agent Information

Vermont requires that the LLC have a Registered Agent (same as a Registered Agent in other states), which is an individual or a business entity the LLC appoints for the purpose of accepting service of process (lawsuit papers or legal documents) for the LLC. An LLC cannot be its own Registered Agent, but the LLC can appoint one of its members as the Registered Agent. Vermont law requires that the statutory agent have a permanent, physical address on the records of the Vermont Secretary of State at all times.

Read more about Registered Agents →

Step 3: Create and Sign the LLC’s Governing Document

The governing document for an LLC is called the “company agreement” or sometimes the “operating agreement”. The company agreement is to an LLC like a partnership agreement is to a partnership (or bylaws to a corporation). The company agreement governs the internal operation of the LLC and is typically a private document that is kept in the company book and the principal place of business (it is NOT filed with the state). The company agreement can address many issues, some of the more common concepts found within a company agreement are:

• Limitations on the members liabilities
• The level of consent needed to take various actions (i.e. simple majority required to add new members)
• The percentage of the LLC that each member owns
• How profits and losses are allocated between the members (typically based on ownership percentages)
• Limitations on transferability
• What each member is contributing to the LLC and what happens is such contributions are not made.
• The authority of the members, officers, managers, committees, etc.
• How meetings are conducted

Step 4: Get an EIN

After you form an LLC in Vermont, you can get the EIN. There are a few different ways to get an EIN:

1. Apply Online Yourself: The IRS has an online EIN Application you can use to get an EIN. The turn around time on the EIN using this method is only a few minutes.
2. Use Form SS-4: You can get an EIN the old fashion way by completing Form SS-4 and mailing or faxing into the IRS. How long does it take to get the EIN this way? According to the IRS: if you mail in Form SS-4, it will take 4-5 weeks to get your EIN. If you fax in Form SS-4 you should have the EIN back in a week if you provide a fax number or 2 weeks if you don’t have a fax number.
3. Have a Third-Party Obtain: All of the LLC formation companies have the ability to get the EIN for you. The EIN obtainment charge varies by company, but it is generally between $50 and $100. If you get one of the higher priced packages, they will sometimes throw in the EIN for free.

Does my LLC Need an EIN? →

Step 5: Get Licenses and Permits

After you create your new Vermont LLC, you’ll need to determine if your business/profession requires any licenses or permits to conduct business.

Read more about Vermont Licensing and Permitting →

Registering a Foreign LLC in Vermont

If you have a non-Vermont LLC (aka Foreign LLC) and you are doing business in Vermont, you may need to register the Foreign LLC in Vermont. Each state has a different definition of “doing business”. In Vermont, the kinds of activities that would not constitute doing business” are outlined in the The Vermont Statutes, Title 11, Chapter 21, Section 3133.

The filing fee for the Application for Certificate of Authority in Vermont is $125.

See more about registering a foreign LLC in Vermont →