Vermont Foreign Registration / Corporations
A foreign corporation's Vermont certificate of authority
A foreign business corporation asks the Vermont Secretary of State for a certificate of authority, paying $155 and attaching a certificate of good standing, or a document of similar import, authenticated by the official who keeps corporate records where the corporation was formed. We prepare the filing for $199.
The corporation filing at a glance
- Title
- Application for Certificate of Authority, foreign business corporation
- Fee
- $155
- Home paper
- A certificate of good standing, or a document of similar import, authenticated by the official who keeps corporate records where the corporation was formed
- Age of the home paper
- 30 days at most
- Annual report
- $250
- Leaving
- Application for Certificate of Withdrawal, $25
What the statute lists
The application gives the corporation name (or a substitute name that meets the naming section); the state or country of incorporation; its date of incorporation and period of duration; the street address of its principal office; the address of its registered office in Vermont and its registered agent; and the names and usual business addresses of its current directors and officers. The corporation delivers its home paper with it.
The home paper and its shorter window
For a corporation the Secretary of State sets 30 days, against 90 for an LLC. The corporation's paper has the shorter life.
The duty and what follows
A foreign corporation has to hold a certificate before transacting business in Vermont. A corporation that does anyway owes $50 a day, to $10,000 a year, along with the fees due and whatever other penalties apply. The Attorney General may bring suit to collect and to stop the corporation.
Which activities count
For corporations the Secretary of State prints the same kinds of exceptions it prints for LLCs, with one addition for loans made by a foreign savings bank or banking corporation working with a Vermont bank or trust company. A Vermont business lawyer can say whether a corporation's own activity needs a certificate.
The annual report
A foreign corporation reports within two and one-half months after its fiscal year ends, and the fee is $250. The report lists the corporation's name and governing law, registered office and agent, principal office and board and officers.
Changes and the exit
An amended certificate costs $50, and a statement of change of registered agent $25. To leave, the corporation files an Application for Certificate of Withdrawal for $25.
How the corporation filing differs from the LLC filing
The corporation application lists 6 points to the LLC's 4, and the corporation names its directors and officers where an LLC names only an agent and an office. The corporation's home paper is a certificate of good standing and may be only 30 days old; an LLC's may be 90.
Corporation filings and their fees
| Filing | State fee |
|---|---|
| Application for certificate of authority | $155 |
| Annual report | $250 |
| Amended certificate of authority | $50 |
| Statement of change of registered agent | $25 |
| Certificate of withdrawal | $25 |
| Reinstatement after a missed annual report | $50 |
A corporation walk-through
A Delaware corporation opens a Burlington branch. It names a Vermont registered office and agent, orders a certificate of good standing dated within 30 days and files the application for $155. Its first annual report adds $250, so $405 reaches Vermont before the home paper is counted.
Directors, officers and other principals
The corporation names its current directors and officers, with their usual business addresses, and may add any other principals it chooses to provide. The names on the application should match the corporation's own records at the time of filing.
A corporation over five years
A corporation that applies and then files five annual reports pays Vermont $1,405, before its home paper.
Nonprofits and partnerships
A foreign nonprofit corporation pays $175 to apply and then files biennially, and a foreign limited partnership pays $155. Ask us before you order either of those filings.
Filing through us
We take the corporation's details, order the home certificate to fit its 30-day window and file online. Our fee is $199, and the state's is $155.
Filing the corporation application through us
Send the corporation's details
Name, home state, formation date, offices, agent, directors and officers.
Read the draft
Check each point against your records.
We time the certificate
Dated inside 30 days.
We file
The application and the $155 fee.
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.
Corporation questions
What is the foreign corporation fee in Vermont?
$155 to apply, then $250 each year.
How recent must a corporation's home certificate be?
Dated no more than 30 days before filing.
What does a corporation pay to amend?
$50 for an amended certificate.
Is the corporation's home paper a certificate of good standing?
Yes, or an equivalent document from the official who keeps the corporation's home records.
What does it cost to leave?
$25 for the certificate of withdrawal.
What does the corporation application cover?
6 points set by statute, from the name to the directors and officers.
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
- 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
- 11A V.S.A. 16.22, annual report for the Secretary of State
- Vermont Secretary of State, annual and biennial reports
Working in Vermont already?
Order today and the filing goes in before more days pile up on the penalty meter.