Forming a Vermont limited liability company
Starting your own limited liability company in Vermont? You may want to invest in our kit, available for $34.95. It walks you through the steps to get your LLC paperwork filed with the state (including sample forms), provides template operating agreements for single and multiple-member LLCs as well as an article on some of the benefits and potential pitfalls of using a limited liability company as your entity structure.
If you have already done your homework on LLCs and just need some help getting the paperwork filed, we provide a step-by-step guide for that below, totally free!
1. Check if the LLC name you want is available
As a first step, you may want to check if the LLC name you want to use is even available. Here’s an easy and free way to do this: You can search for a similarly named LLC using the Vermont online database at:
http://www.sec.state.vt.us/seek/database.htm#corporations
Scroll down until you reach “Corporations.”
Or you can call at 802-828-2386 and they will do a similar search for you.
For a $20 fee, LLC names may be reserved, to protect a name prior to the organization of the company, for a period of 120 days, and this reservation is renewable for two successive periods of 120 days.
2. Download the Articles of Organization Form from the Vermont Secretary of State’s web site, then print this form
The URL, or web page address, for this form is as shown below.
http://www.sec.state.vt.us/corps/forms/llcarts.htm
3. Identify the name you want to use for your new LLC
Enter your business or investment name onto the lines provided. (I used the example name, “Acme Explosives LLC.”) The LLC name must use the words “limited liability company,” “limited company,” “LLC,” “L.L.C.,” “LC,” or “L.C.” in its name. “Company” or “Limited” may be abbreviated as “Co.” or “Ltd.” For example, all of the following names should be acceptable:
- Acme Explosives Limited Liability Company
- Acme Explosives Limited Company
- Acme Explosives LLC
- Acme Explosives L.L.C.
- Acme Explosives LC
- Acme Explosives L.C.
- Acme Explosives Ltd. Liability Company
- Acme Explosives Limited Liability Co.
- Acme Explosives Ltd. Liability Co.
- Acme Explosives Ltd. Company
- Acme Explosives Limited Company
- Acme Explosives Ltd. Co.
4. Provide the state of business
Put Vermont or VT into the box asking where the LLC was organized.
5. State the business purpose
An LLC may be formed for any purpose, except to transact business as a bank, savings and loan association, credit union, insurance company, or railroad company. Professionals may use the LLC form instead of a professional corporation, but are also governed by the licensing laws of their profession and the state’s professional corporation act.
6. Indicate the address in which the LLC offices are located
Where the Articles of Organization provides a space for it, specify the address in which the LLC offices are located.
7. Provide your name and address to the Secretary of State’s office
Vermont wants to know the name and contact information for the registered agent. An agent is an individual or another corporation, located in Vermont, who is authorized to receive legal notices, including service of process for the Corporation. A corporation cannot be its own agent. Accordingly, enter your name and address information onto the lines that ask for this information. If you have a PO Box, you must also put in your physical address.
8. State the end of your fiscal year
An LLC must file an annual report with the Corporations Division within two and a half months of the end of the LLC’s fiscal year. That is why the Corporations Division is interested in the LLC’s fiscal year. Unless you designate otherwise, the State of Vermont will designate December as the end of your fiscal year.
9. Designate whether the LLC is an at-will or term company
If you have a specific date to dissolve your LLC, it is considered a Term Company. In this case, you would put in the duration of the LLC’s term into the box labeled, “If this is a term company, state the duration of its term”. If you do not have a date to dissolve, the company is considered to be an At-Will Company and you leave the box blank.
10. Designate management style
If you have a manager or managers managing your LLC, put their names and addresses on the line provided. Alternately, if the LLC will be managed by members or a member, enter that member’s name on the line provided. If any members are personally liable for debts and obligations, check ‘yes.’ Acme Explosives is not managed by managers so I checked ‘no’ on the example form. Nor is anybody personally liable, so that section has been left blank.
11. Provide the organizer’s name, address, and signature
The organizer is the person who forms the LLC. The LLC Articles of Organization must be signed by the organizer. A company may have a single organizer, even if it is to have more than one member. Organizers don’t need to be members.
12. Provide the effective date
List the specified effective date, if any. You can delay the effective date up to 90 days after filing.
13. Provide your email address
The State of Vermont would like to have your email address in case they have any questions concerning your application.
14. Submit the application
After you complete the Articles of Organization, mail the document, a copy of the document, and a check for $100 to:
Vermont Secretary of State
26 Terrace Street
Montpelier, VT 05609-1104
Processing lead times vary, but in general, it takes several weeks to get your LLC certificate back from the Secretary of State’s office.
