Vermont certificate of authority
Vermont certificate of authority: the filing, the fee and the paper for each type of entity
Vermont charges $155 to an LLC, $155 to a corporation, $175 to a nonprofit and $155 to a limited partnership.
Vermont charges $155 for a certificate of authority to an LLC formed outside the state, and the application goes to the Secretary of State with home-state paper attached. An LLC sends 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; a corporation sends a certificate of good standing, or a document of similar import, authenticated by the official who keeps corporate records where the corporation was formed. The fee depends on the entity: $155 for an LLC, $155 for a corporation, $175 for a nonprofit corporation and $155 for a limited partnership.
We prepare the filing for your type of entity and submit it for $199. Not sure which filing is yours? Read the full guide. Pricing a budget? See the fees page. Already operating in Vermont? The penalty page explains what accrues.
What an order includes
LLC or corporation
Vermont charges an LLC $155 and a corporation $155. We write the filing that matches yours.
Different windows
Home paper can be 90 days old when an LLC files, but only 30 when a corporation does.
Separate yearly fees
An LLC reports for $170 and a corporation for $250.
Agent for service
We can serve as your Vermont agent, or you can bring your own.
A few questions
Entity type, home state, Vermont address and agent.
A real reply
A preparer answers your Vermont questions.
What you receive
- Certificate of authorityIssued by the Secretary of State.
- Filing copyThe application as filed.
- Agent noteOur name or yours as Vermont agent.
- Report dateWhen your yearly report falls due.
- Filing written for your entity type
- Home paper timed to the window
- Vermont agent available
Getting a Vermont certificate of authority
Identify the entity type
LLC, corporation, nonprofit or limited partnership.
Check the name
Vermont rejects a name that is too similar to an already registered name, such that it would confuse the public as to whom they are dealing with.
Pick the agent
An individual resident of Vermont or a business organization that has a place of business in Vermont and is authorized to conduct business there.
Get the home paper
Dated inside the window for your entity type.
File and pay
Online is the Secretary of State's preferred route.
Receive the certificate
The state files the application and issues it.
Vermont certificate of authority at a glance
| Filing | Application for certificate of authority |
|---|---|
| LLC fee | $155 |
| Corporation fee | $155 |
| Nonprofit fee | $175 |
| Limited partnership fee | $155 |
| Filed with | Vermont Secretary of State, Business Services Division |
| How | Online in the Online Business Service Center, or by mail |
| State timing | Online: less than one business day. Mail: seven to ten business days |
| Skipping it | $50 a day, to $10,000 a year |
Which Vermont filing is yours?
| If you are a... | You pay | Home paper no older than | You report |
|---|---|---|---|
| Foreign LLC | $155 | 90 days | Yearly, $170 |
| Foreign business corporation | $155 | 30 days | Yearly, $250 |
| Foreign nonprofit corporation | $175 | 30 days | Every second year |
| Foreign limited partnership | $155 | Ask us before ordering | Quoted when you order |
The home-paper age for a nonprofit is the Secretary of State's published figure for corporations and nonprofits together.
Does your entity need the certificate at all?
The reach of Vermont's rule is wide: each act, power or privilege exercised or enjoyed in Vermont by a foreign limited liability company. Only 11 listed activities fall outside it, and only when done without more. A Vermont business lawyer is the one to say where your operations sit. The who-must-file page prints the list.
What does a Vermont certificate cost an LLC?
$155, the same for every LLC. Members, revenue and the home state do not change it. Each year the LLC then pays $170 for its report. Over five years that comes to $1,005 to the state, before any home certificate.
What does it cost a corporation?
The application is $155 and each yearly report $250. Its certificate of good standing has a shorter shelf life than an LLC's, 30 days against 90, which pushes the order date later. Five years come to $1,405.
What about nonprofits and partnerships?
Nonprofit corporations from elsewhere pay $175 and then report once every two years; the report costs $35 if any officer, director or employee drew pay in the previous calendar year. Limited partnerships pay $155. For either, talk to us first so that the correct filing is drafted.
Five years of Vermont fees, by entity
| Entity | What it pays Vermont | Sum |
|---|---|---|
| LLC | $1,005 | $155 + 5 x $170 |
| Business corporation | $1,405 | $155 + 5 x $250 |
| Nonprofit, application and one biennial report | $210 | $175 + $35 |
The five-year figures leave out the home paper and any agent charge.
What do the entity types pay to leave?
An LLC pays $25, a business corporation $25, a nonprofit corporation $10 and a limited partnership $25. The cancellation page sets out the filings.
Why do the report clocks differ?
Three schedules are in play. An LLC has 3 months from the close of its fiscal year. A corporation has two and one-half months from the same point. A nonprofit reports every second year instead, and pays $35 only when an officer, director or employee drew pay the year before.
Can the filing be made online?
Yes, and the Secretary of State prefers it. Online registration carries no extra fee, and the state says it normally takes less than one business day, against seven to ten business days for mailed filings. The home paper is uploaded as one of .jpeg, .jpg, .png, .gif, .bmp, .tif and .pdf.
Who can be the Vermont agent?
An individual resident of Vermont or a business organization that has a place of business in Vermont and is authorized to conduct business there. Our firm can fill the role if you want it to, and anyone else who qualifies works equally well. More on the agent page.
How old may the home paper be?
The answer turns on the entity. For an LLC the certificate of existence may predate the filing by 90 days at most. For a corporation the certificate of good standing may predate it by 30 days at most. We time the order for the entity type you are.
What does the certificate change?
Without one, it may not maintain a proceeding, or raise a counterclaim, crossclaim or affirmative defense, in any Vermont court until it holds a certificate of authority. The certificate removes the bar. Meanwhile, the lack of a certificate does not impair the validity of any contract or act of the company, and does not stop it defending an action or proceeding in Vermont.
What happens if an entity operates first?
The meter runs at $50 per day and stops growing at $10,000 for the year; the fees due come in addition. The penalty page works the sums for thirty days, sixty days and a full year.
Which entities cannot use the LLC route?
Vermont's LLC chapter cannot be used by a credit union regulated under Title 8, an insurance company regulated under Title 8 (a captive insurer regulated under 8 V.S.A. chapter 141 may be an LLC), and a railroad company regulated under Title 19. A bank, insurer, securities firm or captive may also owe a registration with the Department of Financial Regulation.
What is different about a corporation's name?
An LLC whose name is unavailable files an alternate name. A corporation whose name is unavailable gives a corporate name that satisfies the naming section. Both then trade in Vermont under that name. The search is the same for each: the state's online database.
What is different about a nonprofit?
For a nonprofit from another state the charges are $175 to file, $45 to amend and $10 to withdraw. The age limit on its home paper matches a corporation's.
What if our entity is not on the list?
Vermont also registers foreign limited liability partnerships and other entity types, each on its own schedule. Tell us what you are and we write the filing for it, or tell you plainly if it needs a different route.
What do you need to bring?
A short list covers it: the entity's exact name, its home state, the address of its Vermont office, the agent you want and, for a corporation, its directors and officers. We take care of the home paper.
Why a separate site for each state?
Because the rules, the fees and the paper differ. Vermont's 90-day LLC window and 30-day corporation window, its three report schedules and its daily penalty are specific to Vermont.
How do we help?
We ask what kind of entity you are, where it was formed and where the Vermont agent and office will be. We write the filing, order the home paper so its date is in the window, and file online. If you would rather file on your own, the self-filing page lays out the route.
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.
What it costs
Get your Vermont certificate
+ $155 state filing fee
$155 is Vermont's fee for an LLC. Each other type of entity has its own fee, listed on the fees page. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
$199
Vermont Certificate of Authority
- An application written for your type of entity from your replies
- The home paper, requested so it is in date when we file
- A Vermont process agent, ours or yours
- The certificate of authority Vermont issues, forwarded to you
- Renewal: after the first year, the agent service renews at $149 a year
Vermont certificate of authority questions
Do all entity types pay the same Vermont fee?
Three do, at $155 each (LLCs, corporations, limited partnerships). Nonprofit corporations pay $175.
How old can the home paper be?
LLC: up to 90 days. Corporation: up to 30 days.
Is there a yearly charge?
Yes: $170 for an LLC, $250 for a corporation.
Who signs?
A person authorized to act for the entity.
Can the filing go in online?
Yes. Online is the state's preferred route and adds no fee.
How quickly does Vermont process it?
The state says online normally takes less than one business day and mail seven to ten business days.
What if our entity has been operating in Vermont for a while?
A daily penalty of $50 accrues, capped at $10,000 for a year, with the fees due on top.
What does an exit filing cost?
An LLC pays $25; a corporation pays $25.
Sources
- Vermont Secretary of State, fees and statutes
- 11 V.S.A. 4112, application for certificate of authority
- 11A V.S.A. 15.03, application for certificate of authority
- Vermont Secretary of State, foreign registration
- Vermont Secretary of State, Business Services Division
- 11 V.S.A. 4033, annual report
- Vermont Secretary of State, end business registration
- 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. 4113, activities that are not transacting business
- 11 V.S.A. 1655, designation of agent for service of process
- 11 V.S.A. 4118, cancellation of authority
- 11A V.S.A. 16.22, annual report for the Secretary of State
- 11 V.S.A. 4011, nature of business and powers
- 11 V.S.A. 4116, name of foreign limited liability company
Which Vermont certificate do you need?
Tell us what kind of entity you are and we write the filing that fits it.