Sponsored by:
Bay State Corporate Services, Inc.
6 Beacon Street
Suite 510
Boston, MA 02108
www.baystatecorp.com
Phone: (617) 742-8484
Toll Free:
Fax: (617) 742-8482
Delaney Corporate Services, Ltd.
41 State Street
Suite 405
Albany, NY 12207
www.delaneycorporate.com
Phone: (518) 465-9242
Toll Free: (800) 717-2810
Fax: (518) 465-7883
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Secretary of State
Status Search
Forms
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| Fax File: |
UCC: No
Corporate: No |
| E File: |
UCC: No
Corporate: No |
| Expedited Services: |
UCC: No (every filing is dated the day of receipt)
Corporate: No |
| Name Reservations: |
Yes (120 days) |
| Preclearance: |
No |
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| Assumed or Fictitious Name and Reservation of Name (Vermont) |
| Contact Information (Vermont) |
| Domestic Corporate Dissolution Summary (Vermont) |
| Domestic Corporation Summary (Vermont) |
| Foreign Qualification Summary (Vermont) |
| LLC Formation Summary (Vermont) |
| UCC Filings (Vermont) |
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Assumed or Fictitious Name and Reservation of Name (Vermont)
A business entity having authority to conduct business in Vermont may register a trade name or dba (doing business as) by filing a Trade Name Registration with the Vermont Secretary of State.
Tradename or dba can be reserved by filing an Application to Reserve Name.
Term: A tradename registered in Vermont is valid for 5 years from its original registration/renewal date.
Filing Fee: $20.00. Submit form in duplicate.
Assumed Names, Generally
A corporation may desire to use an assumed, trade or fictitious name (also known as a "d/b/a" or "doing business as" name) in addition to its corporate legal name as listed on its charter. A fictitious name may be necessary to open a division, engage in and identify a different type of business or to resolve a name conflict in a state in which a company chooses to qualify or register to do business.
A directors' resolution authorizes the use of an assumed, trade or fictitious name and registration filings, commonly known as business certificates (or d/b/a "doing business as" certificates), are made at the local, county or state level depending upon state commercial law. Forms may be obtained by using LeapLaw's Corporate Connection.
Trade names may or may not be registered trademarks with the U.S. Patent and Trademark Office (USPTO) or with the secretary of state, and are generally protected under state laws regarding unfair competition. A quick name availability search may be accomplished on-line at LeapLaw's Corporate Connection.
Posted by: dannunciata
Updated: October 23, 2009
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Contact Information (Vermont)
Vermont Secretary of State
Corporations Division
81 River Street
Montpelier, VT 05609-1104
Tel: (802) 828-2386
Fax: (802) 828-2853
Posted by: jwhite
Updated: July 21, 2008
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Domestic Corporate Dissolution Summary (Vermont)
Pursuant to the Vermont Business Corporation Act (VSA 11A § sub ch. 7), to successfully dissolve a Vermont corporation Articles of Dissolution are filed with the Vermont Secretary of State (VT SOS).
Tax Clearance: No tax clearance is required.
Prior to stock issuance: Dissolution may be accomplished by vote of a majority of the incorporators or initial board of directors.
After stock issuance or business has begun: After shares are issued or business is begun, in most cases dissolution must be recommended by the board and approved by a majority of all the votes entitled to be cast on the proposal, unless the articles or the board of directors requires a greater vote or a vote by voting groups.
Articles of Dissolution: Among other information, the articles of dissolution must include statements as to settlement of the corporation's debts, the distribution of its property, and the status of pending litigation.
Execution and Filing: Executed by a corporate officer. One original and one copy of articles of dissolution is submitted to the VT SOS.
Filing Fee: $20.00
A VT corporation is dissolved upon the effective date of its articles of dissolution. A corporation may revoke its dissolution within 120 days by filing "revocation of dissolution" 11 V.S.A. §14.04 with the Sec. of State. Simply certify within the 120 days that there has been a change of heart. A fee of $20 is due for this reversal.
Dissolutions, Generally
A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.
IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.
For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.
Posted by: jwhite
Updated: July 21, 2008
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Domestic Corporation Summary (Vermont)
Pursuant to the Vermont Business Corporation Act, (VSA 11A § 1.01 et. seq.) a corporation incorporating in Vermont files a Articles of Incorporation with the Vermont Secretary of State (VT SOS).
Corporate Name: The corporate name must contain "corporation" "company" "incorporated" "limited" or abbreviation thereof.
No. of Directors: The minimum number of directors is 3, unless there are less than 3 shareholders, then the number of directors may be equal to, but no less than the number of shareholders. List of directors and their addresses is optional on articles of incorporation.
Maximum Stock for Minimum Filing Fee There is no maximum stock for the minimum filing fee.
Paid in Capital: There is no required paid in capital to commence business.
Purpose: No specific business purpose is required. Unless the Articles of Incorporation limits the purpose of the corporation, the corporation will be authorized to engage in any lawful business. "The purposes for which the corporation is organized shall be to transact any and all lawful business for which corporations may be incorporated pursuant to the provisions of the Vermont Business Corporation Act."
Preemptive Rights: Denied unless specifically granted.
Cumulative Voting: Denied unless specifically granted.
Incorporator(s): Incorporator(s) may be anyone over 18 years of age and do(es) not have to be a resident of Vermont.
Filing: Submit in duplicate to VT SOS.
Filing Fee: $75.00
Regulated Industries: Certain businesses are regulated by specific state agencies and require prior approval from those agencies prior to incorporation such as banks, savings and loan associations, credit unions, other financial institutions, and insurance companies must be approved by the Department of Banking, Insurance, Securities, and Health Care Administration before a new corporation is formed. Railroad companies must be approved by the Transportation Board, and utility companies by the Public Service Board.
Turnaround Time: Typically 3-5 days.
Incorporations, Generally
A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.
LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.
A complete incorporation process generally consists of:
Determining name availability and possibly reserving the name
Performing trademark, trade name and domain name preliminary or full searches
Preparing a charter document for filing
Drafting bylaws
Preparing consent of incorporator (if applicable under relevant state law)
Preparing an organizational consent of directors
Obtaining the federal tax identification number by preparing IRS Form SS-4
Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)
Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance
Creating a stock ledger
Preparing and filing applications of foreign qualifications (if any)
Organizing the minute book
For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.
Posted by: jwhite
Updated: April 29, 2008
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Foreign Qualification Summary (Vermont)
Pursuant to the Vermont Business Corporation Act (VSA 11A § 15 et seq.), a foreign corporation may not transact business in this state until it files an Application for Certificate of Authority with the Vermont Secretary of State (VT SOS).
Name of Corporation: Name must contain "corporation" "company" "incorporated" "limited" or abbreviation thereof.
Legal Existence Certificate: An original certificate of the corporation's legal existence issued from its domestic state, dated no more than 30 days earlier, must be attached to the Application for Certificate of Authority.
Officers and Directors: A list of officers and directors with addresses is required.
Filing and Execution: The filing is signed by an officer of the company. One original and one copy are filed with VT SOS.
Posted by: jwhite
Updated: February 20, 2012
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LLC Formation Summary (Vermont)
Pursuant to the Vermont Limited Liability Company Act (VSA 11 § 21 et seq.), a limited liability company forming in Vermont files Articles of Organization with the Vermont Secretary of State (VT SOS).
LLC Name: The LLC name must contain "limited liability company" or "limited company" or "L.L.C.", "L.C.", "LLC" or "LC" 'limited" may be "Ltd.," and "company" may be "Co."
No. of Members: The LLC may have 1 member.
Purpose of Business: Articles do not require a brief nature of business.
Execution and Filing: Duplicate originals of the articles are filed with the VT SOS.
Filing Fee: $75.00
LLC Formation, Generally
A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.
LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.
A complete formation process generally consists of:
Determining name availability and possibly reserving the name
Performing trademark, trade name and domain name preliminary or full searches
Preparing the formation certificate for filing with the secretary of state
Drafting an operating agreement
Preparing an organizational consent of managers or members
Obtaining the federal tax identification number by preparing IRS Form SS-4
Preparing and filing applications of foreign registrations (if any)
Organizing the company records book
For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.
Posted by: jwhite
Updated: July 21, 2008
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UCC Filings (Vermont)
UCC Financing Statements are filed in Vermont with the Vermont Secretary of State VT SOS. Fixture filings will be filed at the county level where the mortgage is registered.
Acceptable Form: national forms are used in Vermont.
Filing: UCC filings may be made via fax or online providing that you have a prepaid account.
You may also file UCCs using one of LeapLaw's sponsor companies.
Common Reasons for Rejection:
Incorrect filing fee ($10.00 per debtor).
Unable to index the record because (a) initial financing statement does not provide a name for the debtor (b) an amendment or correction statement does not provide the initial financing statement file number or does not provide the name of the debtor, or identifies an initial financing statement whose effectiveness has lapsed under section 9-515.
Incorrect or inaccurate debtor last name.
The record does not provide a sufficient description of the real property to which it relates.
When adding a secured party of record, the record does not provide a name and mailing address for the secured party of record.
(1) a mailing address for the debtor; (2) does not indicate whether the debtor is an individual or an organization; or (3) if the financing statement indicates that the debtor is an organization, does not indicate the type of organization of the debtor; jurisdiction of organization; or the organizational identification number for the debtor.
Assignment does not provide a name and mailing address for the assignee.
Continuation statement (a/k/a "in lieu of filing") is not filed within the six-month period prescribed by section 9-515(d).
Insufficient information or the filing office to decipher the information or type of filing or fails to identify an initial statement to which it relates.
UCC Filings, Generally
Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.
Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.
In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.
Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.
Foreign Debtors
A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.
Posted by: jwhite
Updated: April 29, 2008
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