Vermont Foreign Registration / Delaware-formed LLCs
A Delaware LLC registers in Vermont
A Delaware LLC spends $155 on the Vermont application and $50 on its Delaware certificate, $205 together. Add Vermont's first annual report and the total is $375. Delaware's $400 annual tax is a separate bill.
Delaware and Vermont compared
| Point | Delaware (home) | Vermont |
|---|---|---|
| Certificate | $50 | Up to 90 days old at filing |
| Fee to register | None; the LLC already exists | $155 |
| Each year | $400 tax | $170 report |
| Agent | A Delaware agent | A Vermont agent for service |
The Vermont application for a Delaware LLC
The law under which the company exists is entered as Delaware. The Vermont address you supply becomes the designated office, and the agent for service of process is a local resident or a business that operates here with state authority.
The Delaware certificate
Delaware prices a certificate of good standing at $50. Vermont's requirement is 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, so order it when the application is nearly ready.
Separate agents in separate states
The Delaware registered agent covers Delaware and nothing more. Vermont wants its own agent for service of process, named on the Vermont application.
Yearly costs side by side
Vermont's report costs $170, due within 3 months after the fiscal year ends. Delaware's tax, $400, falls on June 1.
Registering late
A Delaware LLC that has already worked in Vermont owes $50 a day, up to $10,000 a year, plus fees due. The penalty page has the figures.
Five years, both states
| Item | Amount |
|---|---|
| Vermont side (application, certificate, five reports) | $1,055 |
| Delaware tax for five years | $2,000 |
| Both states together | $3,055 |
The Vermont figure includes the Delaware certificate. Our own fee is a separate line at checkout.
A late Delaware tax
A Delaware tax that arrives late carries a further $200.
What stays in Delaware
Registering in Vermont leaves the company's Delaware character alone. By the statute, the law of the state or country where the company is organized governs its organization, its internal affairs and the liability of its members and managers, and Vermont may not deny a certificate because that law differs from its own. Likewise, a certificate does not authorize the company to engage in any business or exercise any power that a Vermont LLC may not engage in or exercise. The operating agreement keeps its Delaware terms.
The order of work for a Delaware company
Search the Vermont name database first. Settle the Vermont agent next. Then write the application, order the Delaware certificate late enough that its date is inside 90 days of the filing, upload it with the application and pay $155.
Dates for the Delaware side
Delaware's June 1 date and Vermont's 3-months-after-year-end date do not line up, so the company runs two calendars. Write both down on the day you register.
If the Delaware certificate ages out
A Delaware certificate dated more than 90 days before the Vermont filing is replaced at Delaware's price, $50. Ordering it last, once everything else is signed, avoids the problem.
The designated office
The designated office is its own item on the Vermont application. It may be the Vermont address of the agent or of the business, and Delaware's registered office is not a substitute.
A worked example
A one-member Delaware LLC selling software opens a Montpelier office. It lines up a Vermont agent, pays $50 for the Delaware certificate and $155 to file: $205 at the start. Twelve months later come the $170 Vermont report and Delaware's $400 tax, which puts the first-year bill at $775.
Leaving
The way out is a Certificate of Cancellation for $25, covered on the cancellation page. Cancelling here leaves the Delaware company itself in place. Cancelling does not end the authority of the Secretary of State to accept service of process on the company for claims arising from business it transacted in Vermont.
How a Delaware LLC gets Vermont authority
Choose the Vermont agent
A Vermont resident or business.
Check the Vermont name
Use an alternate name if needed.
Order the Delaware certificate
At $50.
File online
With the $155 fee.
Delaware LLC questions
Does Vermont accept a Delaware certificate?
It does while the certificate is 90 days old or newer on the filing date.
Does Vermont charge the Delaware LLC every year?
Yes, $170.
Must the LLC have a Vermont agent?
Yes.
What do both states cost over five years?
$3,055, counting Delaware's tax.
Does a Delaware LLC need a Vermont designated office?
Yes. The application gives the address of its initial designated office.
What does five years cost on the Vermont side?
$1,055, with the Delaware certificate.
When is Delaware's tax due?
June 1.
What does Delaware charge for the certificate?
$50.
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
$199
+ $155 Vermont fee
Register in Vermont$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.
Sources
- Vermont Secretary of State, fees and statutes
- 11 V.S.A. 4112, application for certificate of authority
- Vermont Secretary of State, foreign registration
- 11A V.S.A. 15.03, application for certificate of authority
- Delaware Division of Corporations fee schedule (PDF)
- Delaware Division of Corporations, LLC/LP/GP annual tax
- 11 V.S.A. 1655, designation of agent for service of process
- 11 V.S.A. 4033, annual report
- Vermont Secretary of State, annual and biennial reports
- 11 V.S.A. 4119, effect of failure to obtain certificate of authority
- 11A V.S.A. 15.02, consequences of transacting business without authority
- 11 V.S.A. 4111, law governing foreign limited liability companies
- 11 V.S.A. 4118, cancellation of authority
Working in Vermont already?
Order today and the filing goes in before more days pile up on the penalty meter.