Vermont Foreign Registration / Leaving Vermont
Ending a foreign LLC's Vermont authority
A foreign LLC that is finished in Vermont files a Certificate of Cancellation with the Secretary of State for $25. A foreign corporation files an Application for Certificate of Withdrawal for $25. We prepare the filing for $199.
The cancellation at a glance
- LLC filing
- Certificate of Cancellation
- LLC fee
- $25
- Corporation filing
- Application for Certificate of Withdrawal
- Corporation fee
- $25
- Nonprofit fee
- $10
- After a lapse
- Reinstatement, $35
What cancelling does
The statute lets a foreign LLC surrender its Vermont authority by filing a certificate of cancellation. Note one limit: 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 it is filed
Ending a registration is done online: log in to an existing account or create one. The state calls online the preferred method, with no extra fee, and says mailed filings take seven to ten business days.
Cancellation compared with revocation
One ends because the company decides; the other because the state does. Vermont may revoke after 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. The procedure: 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.
Coming back after a lapse
A company whose certificate ended for a missed annual report can be reinstated for $35 once it has filed what it missed. A foreign corporation pays $50 to reinstate after a missed annual report, and a foreign limited partnership cancels for $25. A company that cancelled and wants back in files a new application for $155.
Releasing the agent
Resignation costs nothing: an agent resigns by delivering a statement of resignation to the Secretary of State and to the business, and the agency ends 30 days after the statement is filed or when a statement of change naming a new agent takes effect, whichever comes first. A company whose agent has gone and who names no replacement risks revocation.
Corporations and nonprofits
Corporations ask for a certificate of withdrawal at $25; nonprofit corporations pay $10 for theirs.
What leaving costs, by entity
| Type of entity | What is filed | Cost |
|---|---|---|
| Limited liability company | Certificate of Cancellation | $25 |
| Business corporation | Application for Certificate of Withdrawal | $25 |
| Nonprofit corporation | Application for Certificate of Withdrawal | $10 |
| Limited partnership | Certificate of cancellation | $25 |
Cancelling compared with letting the certificate lapse
A company can also leave by simply not filing. The certificate then terminates when the annual report is missed, and coming back costs $35 plus what was missed. Cancelling costs $25 and leaves a clean record that the company left on purpose.
What to settle before filing
Before the cancellation goes in, the company should be finished transacting business in Vermont, because the filing says so. Any report that was due should be filed first, and the agent should be told the engagement is ending.
The agent after the exit
A company that cancels can release its agent for service of process, and the agent's own resignation costs nothing to file. Releasing the agent is separate from the cancellation, so the company should deal with both.
Why service survives the exit
Cancelling leaves the Secretary of State able to accept service for claims from the Vermont years. Anyone holding such a claim can still serve the Secretary of State, so the filing ends the authority but not the exposure.
Cancelling through us
Tell us the company has stopped transacting business in Vermont, and whether its agent is leaving too. We prepare the filing and submit it online for $199; the state fee is billed separately.
Cancelling through us
Tell us the company is leaving
We prepare the filing from your details.
Sign
An authorized person signs.
We file online
The state fee is $25 for an LLC.
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.
Cancellation questions
What is the state fee to cancel?
$25 for an LLC.
Can the state still accept service for the company?
Yes, for claims arising from its Vermont business.
Do nonprofits pay the same to leave?
No. A foreign nonprofit corporation pays $10.
Is there a mail option?
Yes, but the state prefers online, and mailed filings take seven to ten business days.
Must the company be inactive first?
The filing states that the company has stopped transacting business in Vermont.
What is the reinstatement fee?
$35 for an LLC.
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. 4118, cancellation of authority
- Vermont Secretary of State, end business registration
- 11 V.S.A. 4117, revocation of certificate of authority
- 11 V.S.A. 4033, annual report
- 11 V.S.A. 1655, designation of agent for service of process
- 11 V.S.A. 4008 and 4009, change and resignation of agent
Working in Vermont already?
Order today and the filing goes in before more days pile up on the penalty meter.