Your Vermont Corporation name can identify the type of products and services your business will provide; or it may be the name of the founder; or it can be a combination of the two or something else.

In any case, the Vermont Corporation name that you choose must be distinguishable from the name of any other registered Vermont Corporation or other business entity and the name must also be different from any reserved names on record with the state of Vermont.  Your Vermont Corporation name must not imply that it was formed for a purpose other than that stated in your Articles of Incorporation; and your Vermont Corporation name must not be a name that is likely to mislead the public.

Vermont state law restricts the use of certain words and phrases in Corporation names.  The name of a Vermont Corporation also must include the word "Corporation" or "Incorporated" or an abbreviation of one of these words.  If you choose us to help you for a new Vermont Corporation we will make sure that the name you have chose complies with all Vermont requirements.

It's important to choose a good name for your Vermont Corporation because if you want to change it after you incorporate you will have to file amended Articles of Incorporation with the Vermont Secretary of State (and pay a fee).

Every Vermont Corporation must have an address that is physically located in the state of Vermont.  This address is "registered" with the Vermont Secretary of State.  The Registered Address is where official and legal correspondence can be delivered.

The individual or company that is registered with the state of Vermont to receive all correspondence on behalf of the Vermont Corporation is called a "Registered Agent".  You may act as your own Registered Agent, however, many Vermont Corporations hire a Registered Agent because they don't have a physical address within the state of Vermont or to provide a distinct level of privacy.

All Vermont Corporations are required to have a Board of Directors.  Directors are the people who will set policies for your Vermont Corporation and manage the business and its resources.  In the majority of small corporations directors are the owners. The Articles of Incorporation or Corporate Bylaws may define specific qualifications for Directors. 

The Board of Directors is responsible for creating rules, approving budgets and distributing profits to shareholders. One of the most important duties of the Board of Directors is electing Officers for your Vermont Corporation.  The same person may be a Director and an Officer at the same time.  Directors need not be residents of the state of Vermont or shareholders of the Vermont Corporation unless the Articles of Incorporation or Bylaws require it.

Normally Directors for your Vermont Corporation are elected for a term of one year.  Elections are held at the annual meeting of Shareholders.  The Directors serve until the next annual Shareholders meeting.

The Board of Directors elects Officers for your Vermont Corporation in accordance with the Corporate Bylaws and Articles of Incorporation.  Officers serve at the pleasure of the Board of Directors of the Vermont Corporation.  Officers handle the day to day operation of the Vermont Corporation.

Unless specifically prohibited by the Corporate Bylaws or Articles of Incorporation, in a Vermont Corporation the same person may hold more than one Corporate Office at the same time.  However, there are certain legal affairs in which the same person cannot act in more than one capacity.

One Officer - usually the Secretary - is given responsibility for preparing Minutes of Directors and Shareholders meetings and for authenticating records for the Vermont Corporation. 

The Vermont Corporate Income Tax Rate is variable depending on the annual net income of the Vermont Corporation.  Vermont Corporate Income Tax Rates vary from 6 to 8.5%.   You may form an S Corporation in Vermont.  S Corporations may "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable personal rate.  S Corporations do not pay any Vermont Corporate Income Tax.

In order to form a Corporation in Vermont you must file Articles of Incorporation with the Vermont Secretary of State.  The Articles of Incorporation must include certain specific information about your Vermont business. If the Articles do not conform exactly to state of Vermont requirements they will be rejected.  You may subsequently amend the Articles of Incorporation for your Vermont Corporation but you will have to pay a fee to the state of Vermont in order to make the changes official.

A Federal Employer Identification Number (FEIN), also known as a Federal Tax Identification Number, is used by the IRS to identify a business entity.  An FEIN is like a Social Security Number for your Vermont Corporation.  All Vermont Corporations are required to have an FEIN.

Corporate stock is evidence of ownership of a Vermont Corporation.  When you form your Vermont Corporation, you will need to determine what type of stock and the number of shares of each type that you want to authorize.  You do not have to sell the number of shares that are authorized.  Many small Vermont Corporations hold 100% of the shares.

Stockholders in a Vermont Corporation are entitled to voting rights or dividends of the Corporate profits or both.  Whoever owns over 50% of the stock of the Vermont Corporation is able to make all Corporate business decisions.  Vermont Corporations usually hold at least 51% of the corporate stock in order to retain control of the Vermont Corporation.

The Board of Directors holds an initial meeting to elect Officers, authorize issuance of stock and adopt the Corporate Bylaws.  Bylaws are the internal rules of your Vermont Corporation.  They are adopted by the Board of Directors and vary widely from Corporation to Corporation.  Commonly bylaws include the number of seats on the board of directors; how Directors are elected; how meetings of Directors and Shareholders are to be conducted; what Officers the Vermont Corporation will have and a description of each of their duties. 

As your company grows over time, you may amend your bylaws as necessary.  Bylaws generally cannot be amended by the Board of Directors unilaterally.  A vote by the majority of Stockholders of the Vermont Corporation is usually required to amend the Corporate Bylaws.  Bylaws may include any rules for managing the business and conducting corporate affairs.  Almost anything may be written into the Bylaws, however, the Bylaws must not be in violation of any federal or Vermont law or the Vermont Corporation's Articles of Incorporation.  A copy of the Corporate Bylaws should be maintained at the Corporation's principal Vermont office.

Note that forming a Vermont Corporation doesn't take the place of obtaining a business license, tax registration certificate, or other required business permits.  A Vermont Corporation merely creates an ownership structure that limits the owners' personal liability.  You may still need to take care of getting set up to do business with your local government.

Depending on the nature of the business and the location of your Vermont Corporation you may need to get one or more city business licenses or permits.  The business licenses or permits that are required for your Vermont Corporation vary depending on your business activities and the specific locations within the state of Vermont in which you want to conduct business.

If your Vermont Corporation will be selling products in Vermont you may be required to obtain a Reseller's Permit from the appropriate Vermont state agency.  If your Vermont Corporation will be selling products in Vermont you will also be responsible for all applicable local and state of Vermont sales taxes if there are any.

Every Vermont Corporation must hold corporate and shareholder meetings, at least annually, and must keep minutes of each meeting on file.  A copy of the minutes is evidence that the meetings took place and includes all resolutions that were adopted.  The minutes of each meetings must be open for inspection by any Shareholder or Director.  This meeting requirement is often overlooked and comes into play when the Vermont Corporation is challenged for any reason.  Keeping proper meeting minutes and documenting resolutions made and approved by the Directors is a formality that could save your Vermont Corporation a lot of potential trouble.

The Vermont Secretary of State does not have any Initial Annual Report filing requirements for a new Vermont Corporation.

Every Vermont Corporation is required to file an Annual Report with the Vermont Secretary of State EACH year.

The Vermont Corporation Annual Report is due at the Vermont Secretary of State two and one-half months after the end of the VT Corporation's fiscal year EACH year.

For example, if the Vermont Corporation's fiscal year ends on December 31 then the Vermont Corporation Annual Report is due at the VT Secretary of State no later than March 15 of the following year.

If a Vermont Corporation does not file its Corporation Annual Report with the Vermont Secretary of State by the due date then that Vermont Corporation will be subject to a late filing fee imposed by the Vermont Secretary of State.