Do I need a lawyer to Incorporate in Vermont? |
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The short answer is no.
The state of Vermont does not legally require a lawyer to form a
Vermont Corporation.
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The short answer is no.
The state of Vermont does not legally require a lawyer to form a
Vermont Corporation.
Our detailed Incorporation Information page may help you understand some
of the implications of forming a Vermont Corporation.
However, if there is anything about Incorporating in Vermont
that you're not sure about you should seek the advice of a competent Vermont lawyer, a Vermont accountant,
or both before you Incorporate in Vermont.
Once you have made the decision to Incorporate in Vermont, a Vermont lawyer
can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents
to perform these services and save money that you can use in your new Vermont Corporation.
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Do I have to Reserve a Company Name before I Incorporate in Vermont?
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You are not legally required to reserve a Company Name for a new Vermont Corporation before you submit your application to Incorporate in
Vermont.
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You are not legally required to reserve a Company Name for a new Vermont Corporation before you submit your application to Incorporate in
Vermont.
Whether or not you need to reserve a company name for your new Vermont Corporation depends entirely on your business situation.
The Vermont Secretary of State uses names on a first come first served basis.
So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Vermont Company Name.
Click here for more information on
Vermont Company Name Reservation
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What if the Vermont Corporation Name I want is already taken?
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If the Name you have chosen for your new Vermont Corporation is already in use by a currently active
Vermont Corporation or LLC, and you still want to use that Corporation Name, then you will have to register a DBA Name with the Vermont Secretary of State. "DBA" is an abbreviation for "Doing Business As."
We verify that the Name you have chose for your new Vermont Corporation is available before we submit
your Incorporation filing to the Vermont Secretary of State.
If necessary we can register a DBA Name in Vermont for you so that you can open your new Vermont business as quickly as possible.
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What do I have to do to Incorporate in Vermont?
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8 things you have to do in order to Incorporate in Vermont.
1. Choose a name for your Vermont Corporation
2. Select an official address and a Registered Agent for your Vermont Corporation
3. Choose a Board of Directors for your Vermont Corporation
4. Decide who will be Officers for your Vermont Corporation
5. Determine how you want your Vermont Corporation to be taxed
6. File Articles of Incorporation with the Vermont Secretary of State
7. Get a Federal Employer Identification Number (FEIN)
8. Issue Stock Certificates to the Initial Shareholders
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1. Choose a name for your Vermont Corporation
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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.
The name of a Vermont Corporation must include the word "Corporation" or
"Incorporated" or an abbreviation of one of these words.
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).
We will:
- Check to make sure that your Vermont Corporation name is available
- Make sure your Vermont Corporation name conforms to state of Vermont regulations
- Reserve your Vermont Corporation name with the Vermont Secretary of State
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2. Select an official address and a Registered Agent for your Vermont Corporation
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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.
- We can act as the official Registered Agent for your Vermont Corporation.
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3. Choose a Board of Directors for your Vermont Corporation
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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.
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4. Decide who will be Officers for your Vermont Corporation
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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.
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5. Determine how you want your Vermont Corporation to be taxed
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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.
The Corporation Tax structure in the state of Vermont consists of three tax brackets:
- 0- $10,000 - 6%
- $10,001 - $25,000 - $600 + 7% of amount over $10,000
- Over $25,000 - $1,650 + 8.5% of amount over $25,000
The minimum Vermont Corporation Income Tax is $250.Â
The exception is Small Farm Corporations which pay a minimum Vermont Corporate Income Tax of $75.
Click here for more Vermont Corporate Tax Information .
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- If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Vermont Corporation and include it with
your Incorporation documents.
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6. File Articles of Incorporation with the Vermont Secretary of State
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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.
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7. Get a Federal Employer Identification Number (FEIN)
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A Federal Employer Identification Number, 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.
- We can obtain an FEIN for your Vermont Corporation.
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8. Issue Stock Certificates to the Initial Shareholders
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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.
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What do I have to do after I form my Vermont Corporation? |
6 things you have to do after you Incorporate in Vermont.
1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
2. Open a Business Bank Account in Vermont for your VT Corporation
3. Obtain Business Licenses from the cities and counties in which you plan to do business
4. Hold Meetings of Shareholders and Directors of each year.
5. File the required Vermont Corporation reports
6. Keep proper records of your Vermont Corporation on file
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1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
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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.
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2. Open a Business Bank Account in Vermont
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It's very important that you have a separate business bank account for your Vermont Corporation.
Mixing personal and business funds can get you in a lot of trouble with the tax man down the line.
It's a good idea to contact the bank before you open a business bank account.
Specific requirements vary from bank to bank.
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3. Obtain Business Licenses from the cities and counties in which you plan to do business
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- We can research and prepare the necessary forms for your required business licenses and permits and include
them in your Vermont Incorporation package.
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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.
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4. Hold Meetings of Shareholders and Directors of each year.
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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.
- We can transcribe the minutes of any meeting of your Vermont Corporation into a form that complies with all
state of Vermont requirements.
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5. File the required Vermont Corporation reports
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| 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. |
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We can fill out and file any Annual Report with the Vermont Secretary of State after your Vermont Business gets going.
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6. Keep proper records of your Vermont Corporation on file
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Keep the following records on file and available at the principal business office of your Vermont Corporation:
- Names and addresses of all Directors and Officers of the Vermont Corporation
- Articles of Incorporation for the Vermont Corporation and any Amendments to them
- Corporate Bylaws for the Vermont Corporation and any Amendments to them
- List of current shareholders of the Vermont Corporation.
If shareholders change, keep a record of old shareholders and how stock was transferred.
- Minutes of all Meetings of Shareholders and Directors
- Copies of any Corporate Resolutions which have been adopted by the Vermont Corporation
- Copies of all tax returns and Annual Reports for the Vermont Corporation for the last 3 years
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What information do I need in order to Incorporate in Vermont? |
In order to Incorporate in Vermont you'll need certain specific information about your new Company
including the Corporation name and address; and Registered Agent information.
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In order to Incorporate in Vermont you'll need the following information about your new Company:
- The name of your new Vermont Corporation along with your second choice of a name in case the name that you want is not available
- Physical addess of the Corporation office in Vermont (not a PO Box)
- Name and address of your Vermont Registered Agent (not a PO Box)
- A description of the nature of the business you are planning to operate with the Vermont Corporation
- The yearly tax closing month of the Vermont Corporation
- Names and addresses of the initial Directors of the Vermont Corporation
- The number of shares of stock that the Vermont Corporation will be authorized to issue
Remember - ALL the information that you provide when you Incorporate in Vermont becomes part of the public record.
Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Corporation in Vermont.
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How long does it take to Incorporate in Vermont? |
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Processing times for new Vermont Corporation applications vary depending on the work load of the
Secretary of State's staff.
We've found that normal processing of new Vermont Articles of Incorporation takes the state around 3-5 business days.
Add 2-3 days for the time period for shipping the final documents by mail.
Choosing our Express Mail option can shave a couple of days off the total processing time for your Vermont LLC.
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PLEASE NOTE: WE CANNOT GUARANTEE VERMONT SECRETARY OF STATE PROCESSING TIMES.
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We are dependent on, and have no control over, the staff and systems of the Vermont Secretary of State.
In our experience 3-5 business days is the time it usually takes the Vermont Secretary of State to process
a new Vermont Corporation application.
We get your Vermont Corporation application to the VT Secretary of State ASAP.
Once it is at the state we have no control over the new Vermont Corporation application process.
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Are there any Expedited Processing Options for new VT Corporation Filings?
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| The Vermont Secretary of State does not offer expedited filing options for new Vermont Corporation filings. |
How much does it cost to Incorporate in Vermont? |
The state of Vermont charges $152.00 to Incorporate in VT.
This is the cost of filing and getting a Certified Copy of your Articles of Incorporation from the VT Secretary of State.
If you choose All Business Documemnts to help you Incorporate in Vermont our processing fees are $125.00.
We start processing your new Vermont Corporation order as soon as we get it.
Total cost includes:
- VT Name Check and Reservation
- Prepare Articles of Incorporation
- File Articles of Incorporation with the Vermont Secretary of State
- Certified Copies of Articles
- Vermont Corporation Checklist
- Priority Mail Delivery
- Unlimited Customer Support
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What is a Vermont Professional Corporation? |
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Generally, if you are required to obtain some kind of license before you can market your skills in the state of Vermont then you will
most likely need to form a Vermont Professional Corporation.
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Generally, if you are required to obtain some kind of license before you can market your skills in the state of Vermont then you will
most likely need to form a Vermont Professional Corporation.
Attorneys, architects, engineers, public accountants, nurses and physicians, among others, may require registration as a Professional
Corporation with the Vermont Secretary of State.
Depending on exactly what it is that you want to do in Vermont, approval from a specific Vermont state agency or board may be required before the VT Secretary of State will approve a new
Vermont Professional Corporation filing.
This could add to the total processing time for a new Vermont Corporation.
Click here for more information on a
Vermont Professional Corporation.
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Vermont Foreign Corporation Qualification |
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You want to do business in the state of Vermont but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of Vermont you must register with the Vermont Secretary of State as
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You want to do business in the state of Vermont but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of Vermont you must register with the Vermont Secretary of State as
a Vermont Foreign Corporation.
The process of registering as a Foreign Corporation in the state of Vermont is called Vermont Corporation Foreign Qualification.
The process of Vermont Corporation Foreign Qualification is similar to the process of forming a Domestic Corporation in the state of Vermont.
Your original formation documents (usually called Articles of Incorporation) and Corporate Bylaws apply to your Vermont Foreign Corporation.
The Board of Directors and Officers of your Domestic Corporation have the same roles in the Vermont Foreign Corporation.
Click here for specific requirements for
Vermont Corporation Foreign Qualification.
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