The Vermont foreign LLC registration guide

The duty is blunt. Without a certificate of authority in hand, a foreign LLC may not carry on business in Vermont. The statute's shape is this: a foreign LLC may not transact business until it has a certificate; transacting business covers each act, power or privilege exercised or enjoyed in Vermont; and eleven activities, among others and without more, do not count. The do-I-need-to-register page prints the list. Whether your own company's activity is outside the duty is a legal judgment, and a Vermont business lawyer can make it.

Vermont asks for an individual resident of Vermont or a business organization that has a place of business in Vermont and is authorized to conduct business there. Whoever names the agent attests that the agent has consented. We offer to be the agent, and you are free to appoint another qualified person. For changes and resignations see the agent page.

The statute has the application give 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. The company may add 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 goes through each point in turn.

Under the statute, 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. The Secretary of State publishes its own timing: less than one business day for online filings and seven to ten business days for mailed ones.

The report is due within 3 months after the fiscal year ends, at $170. It gives the company name and the state or country whose law governs it; the address of its designated office; and the name, email and address of its agent for service of process, and the information in the report must be current as of the date it is signed on behalf of the company. To learn the fiscal year end on record, search for the business in the state database.

The Secretary of State may revoke the certificate for a fee, tax or penalty owed to the Secretary of State left unpaid more than 60 days after its due date; no agent for service of process; no statement of change within 30 days after the agent changes its name or address; or a notice from the Commissioner of Taxes that the company missed a return, a tax payment or a bond. In the statute's words, the notice of revocation is filed by the Secretary of State and copied to the agent for service of process, and it states an effective date at least 60 days after the copy is sent. Separately, the certificate of authority of a foreign LLC that fails to file its annual report terminates, and the Secretary of State notifies the company of the termination. Reinstating a lapsed LLC costs $35.

A foreign LLC cancels with a Certificate of Cancellation for $25, filed online in the user account. Note that 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. The cancellation page has more.

A company has been taking Vermont jobs for sixty days with no certificate. The penalty for that period is $3,000, with the period's fees added. The company files the same application as anyone else and pays $155 for it.

Settle the name and the agent first. Order the certificate from home last, so its date falls no earlier than 90 days before the filing. Sign, file, and keep the certificate when it arrives. Then note the annual report date.

An LLC formed in Vermont and a foreign LLC holding a certificate of authority report together on one shared schedule, set by each company's own fiscal year end. Registering in Vermont does not move a foreign LLC to a different clock; it puts the company on the one Vermont LLCs already keep.

Three different name filings appear in Vermont. An alternate name lets a foreign LLC qualify when its own name cannot be used. A reserved name, $25, holds a name before filing. And an assumed business name is the filing available to sole proprietors, general partnerships and unincorporated nonprofit associations, which do not get a certificate of authority.

A credit union, a regulated insurer and a regulated railroad cannot be authorized under the LLC chapter, and a bank, insurer, securities or captive business may have to deal with the Department of Financial Regulation too.