Foreign LLC registration in Vermont

Vermont foreign LLC registration: file online before the daily penalty starts

Vermont's fee is $155. Working here without a certificate runs up $50 for every day, to $10,000 in a year.

Vermont authoritySample order

OrderedDetails received
DraftedApplication readyDrafted
FiledAt the Secretary of State
AuthorizedCertificate sent on

Our fee: $199
Vermont fee: $155
Agent: Included, first year; $149/yr after

Each amount shows separately at checkout.

To get a Vermont certificate of authority, a foreign LLC sends the Secretary of State the Application for certificate of authority, a certificate of existence or a document of similar import, authenticated by the official who keeps company records where the company was formed, dated not earlier than 90 days before the application is filed, and $155. The meter on the other side: a company that transacts business in Vermont first owes $50 for each day, to $10,000 in any year, and also the fees that would have been due.

We write the application from your answers and file it online for $199. New to this? Start with the registration guide. Already operating in Vermont? Read the penalty page. Pricing a budget? The cost page lists every Vermont fee.

Filed online, certificate fresh
One flat Vermont fee for LLCs
Vermont agent available

What is included

Online by default
Vermont calls online registration its preferred route, and online filing normally takes less than one business day.
One state fee
An LLC pays Vermont $155 whatever its size or home state.
A ninety-day window
The certificate from home can be dated up to 90 days before filing. We pick the day to order it.
Agent for service
We can act as your Vermont agent, or you can name someone else.
Brief questionnaire
Company name, home state, Vermont office and agent.
A person replies
A preparer handles Vermont questions.

Registering a foreign LLC in Vermont

Search the name
Vermont turns away a name that is too similar to an already registered name, such that it would confuse the public as to whom they are dealing with, so check its database first.
Line up the agent
An individual resident of Vermont or a business organization that has a place of business in Vermont and is authorized to conduct business there, and the agent has to consent.
Order the certificate from home
Its date must fall no earlier than 90 days before the filing.
Write the application
It states 4 things: the name, the governing law, the designated office and the agent.
File online and pay
Vermont prefers online filing, and the fee is $155.
Collect the certificate
The Secretary of State files the application and issues the certificate.

Vermont registration in brief

Details

Application: Application for certificate of authority
Fee: $155, identical for every LLC
Filed with: Vermont Secretary of State, Business Services Division
Home paper: A certificate of existence or a document of similar import, authenticated by the official who keeps company records where the company was formed, dated not earlier than 90 days before the application is filed
Where to file: Online in the Online Business Service Center, or by mail
State speed: Online: less than one business day. Mail: seven to ten business days
Each year: Annual report, $170
Without a certificate: $50 a day, to $10,000 a year
Leaving: Certificate of Cancellation, $25

Does your company need to register?

Vermont's test is breadth: each act, power or privilege exercised or enjoyed in Vermont by a foreign limited liability company. Against that sit 11 named activities that, among others and without more, are not counted. Where your own operations fall is a legal judgment, so ask a Vermont business lawyer. The do-I-need-to-register page gives the full list.

What Vermont charges

For a foreign LLC the Vermont fee is $155, with no scale for members, revenue or home state. Other entities pay their own amounts: $155 for a foreign corporation, $175 for a foreign nonprofit corporation and $155 for a foreign limited partnership.

Why we file online

The Secretary of State names online registration its preferred method and charges nothing extra for it. The state's own timing is less than one business day for online filings and seven to ten business days for mailed ones. The online system accepts the home certificate as an upload in .jpeg, .jpg, .png, .gif, .bmp, .tif and .pdf. Our preparers file in the online center.

The home certificate and its ninety days

Vermont asks for a certificate of existence or a document of similar import, authenticated by the official who keeps company records where the company was formed, dated not earlier than 90 days before the application is filed. A certificate older than that is the wrong paper, whatever it says. That is why we choose the order date ourselves, working backward from the day your application is ready to file.

The agent for service of process

Every Vermont application names an agent for service of process: an individual resident of Vermont or a business organization that has a place of business in Vermont and is authorized to conduct business there. Our firm can fill the role, and you may equally appoint someone you trust. The agent page covers changes and resignations.

The yearly report

A registered foreign LLC reports to the Secretary of State within 3 months after the end of its fiscal year, for $170. Every annual filing is completed online. The annual report page has the details.

The daily penalty

Operating in Vermont without a certificate carries $50 for each day, and the yearly ceiling of $10,000 is hit on day 200. The fees due for the period are added. Worked figures sit on the penalty page.

Leaving Vermont

An LLC that is done in Vermont files a Certificate of Cancellation for $25. The state's power to take service for old Vermont claims survives it. The cancellation page explains.

Names that are already taken

When Vermont cannot take the company's own name, the application offers an alternate name for use here: a foreign LLC whose name does not comply with the naming section adopts an alternate name for use in Vermont, and after it obtains a certificate with that name it transacts business here under the alternate name. A name can also be reserved ahead of filing for $25.

What the application says

The statute asks for the name of the company (and an alternate name if its own is unavailable in Vermont); the state or country whose law governs it; the address of its initial designated office; and the name, email and address of its agent for service of process in Vermont. It also allows provisions that may go in an operating agreement; names, emails and addresses of owners, officers or other principals; and other matters not inconsistent with law. The application page walks through each point.

What comes back

In the state's words, when the application meets the filing requirements of the chapter and every filing fee has been paid, the Secretary of State files it and issues a certificate of authority to the company or its representative. That certificate is what a bank, a landlord or a counterparty can ask to see.

What the certificate unlocks

Without it, it may not maintain a proceeding, or raise a counterclaim, crossclaim or affirmative defense, in any Vermont court until it holds a certificate of authority. With it the bar is gone. Meanwhile the lack of a certificate does not impair the validity of any contract or act of the company, and does not stop it defending an action or proceeding in Vermont.

Entities Vermont will not register under its LLC chapter

The LLC chapter cannot be used by a credit union regulated under Title 8, an insurance company regulated under Title 8 (a captive insurer regulated under 8 V.S.A. chapter 141 may be an LLC), and a railroad company regulated under Title 19. A foreign bank, insurer, securities firm or captive may owe a separate registration with the Department of Financial Regulation, and insurers licensed by the Commissioner of Financial Regulation skip the Secretary of State filing.

Corporations and other entities

A foreign corporation applies for its own certificate and pays $155. Its home paper is a certificate of good standing, or a document of similar import, authenticated by the official who keeps corporate records where the corporation was formed, dated within 30 days, and the corporation page covers it. Ask us before ordering a partnership filing.

How the fees compare with the home state

Certificates are priced by the state that issues them: $50 from Delaware, $0 from Wyoming. Add Vermont's $155 and a Delaware LLC has spent $205 by the time it files, a Wyoming LLC $155.

Five years of Vermont fees

An LLC that registers and then files five annual reports pays Vermont $1,005 in all: the $155 application plus five reports at $170 each. A Delaware LLC adds its $50 certificate and reaches $1,055. The yearly report, not the application, is where most of the money goes.

Who files the application

An authorized person signs the application for the company. We prepare it, you review it and sign, and we submit it online. Other entity types take the same route and file their own entity forms.

Where we come in

Doing this yourself is laid out on the do-it-yourself page. We collect the details, time the order for the home certificate, write the application and file online for $199; the state's fee is billed separately.

Registered agent: first year included, then $149 a year

$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

What you pay

Register in Vermont

Your Vermont application, drafted from a short questionnaire
Your home certificate, ordered so its date is still good on filing day
A Vermont agent for service of process, from us or of your own choosing
The certificate of authority Vermont issues, sent on to you
Renewal: after the first year, the agent service renews at $149 a year

Vermont

$199

+ $155 Vermont fee

$155 is Vermont's fee for an LLC. Other entity types pay different amounts; the cost page lists them. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Vermont foreign LLC registration questions

What is the Vermont fee for a foreign LLC?

$155 to the state, plus $199 from us.

How recent does the certificate from home have to be?

It can be up to 90 days old on the filing date.

How quickly does Vermont work?

By its own account, online filings normally take less than one business day and mailed ones seven to ten business days.

What if the company has been at work in Vermont for months?

The penalty is $50 a day to $10,000 a year, plus the fees due for that stretch.

Does the company report every year?

Yes: $170, within 3 months after the fiscal year closes.

Can the filing go in online?

Yes, and the Secretary of State prefers it.

Do bigger LLCs pay more?

No. Vermont charges every foreign LLC the same fee.

What does it cost to leave?

$25 for the Certificate of Cancellation.

Sources

Working in Vermont already?

Order today and the filing goes in before more days pile up on the penalty meter.