Vermont Certificate of Authority / Cancellation
Cancelling or withdrawing a Vermont certificate of authority
Which exit filing applies depends on what the entity is. An LLC files a Certificate of Cancellation and pays $25. A corporation files an Application for Certificate of Withdrawal and pays $25. A nonprofit pays $10. We prepare the right one for $199.
Exit filings by type of entity
| Kind of entity | Document filed | Cost |
|---|---|---|
| LLC | 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 |
The effect of cancelling
Cancelling gives up the entity's Vermont authority, with one carve-out: 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 the exit is filed
Through the online business center: log in, or create an account first. Online is the route the state prefers and it adds no fee; mail takes seven to ten business days.
Cancelling versus lapsing
An LLC that stops filing its annual report does not cancel; it lapses, because 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. Coming back from a lapse costs $35 to an LLC and $50 to a corporation, in each case after the missed report is filed. A deliberate cancellation costs only the exit fee.
Cancelling versus revocation
Revocation comes from the state, never from the entity. Vermont may revoke 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. Its sequence: 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.
The agent at exit
An agent for service of process can resign at no charge. The agency ends 30 days after the statement is filed, or earlier if a new agent takes over. The agent's resignation and the entity's cancellation are separate filings.
Why the exit differs by entity
Vermont keeps a separate chapter for each kind of entity, and each chapter has its own exit. The LLC and partnership chapters call theirs a certificate of cancellation. The corporation and nonprofit chapters call theirs a certificate of withdrawal.
Last report first
A report that has fallen due should be filed before the exit, so that the record is complete when the certificate ends. An LLC that skips a report loses its certificate anyway.
Tell the agent
Warn the agent that the entity is leaving, so claims forwarded from the Vermont years are not ignored. The agent's authority and the entity's end separately.
Exit for a New York LLC
A New York LLC that ran a Burlington shop for three years has filed its reports and now cancels for $25. Its Vermont fees were $180 for the application and the exit, plus the three reports it filed on the way.
Staying against leaving
An LLC that no longer needs Vermont pays $25 once to leave, where staying costs $170 every year. A corporation pays $25 to leave and $250 each year to stay.
A checklist before cancelling
Confirm the entity has stopped transacting business in Vermont. File any report that has fallen due. Decide what happens to the agent. Then file the exit for the right entity type.
Cancelling on paper
Mailed filings are accepted, and the state quotes seven to ten business days for them.
Filing the exit with us
Tell us the entity has stopped transacting business in Vermont and what type it is. We prepare the matching filing and submit it online for $199.
Cancelling through us
Say which kind of entity it is
An LLC, a corporation, a nonprofit or a partnership.
Sign
An authorized person signs.
We submit online
The state fee depends on the type.
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 does an LLC pay to leave?
$25.
Can claims still be served after the exit?
Yes, through the Secretary of State.
What does a corporation pay to withdraw?
$25.
Does the exit stop the annual report?
File any report that has fallen due first; the exit filing then says the entity has stopped doing business here.
What does a nonprofit pay?
$10.
What does a limited partnership pay to cancel?
$25.
Is there a tax clearance to file first?
The exit filing states that the entity is no longer transacting business in Vermont.
Can the entity return later?
Yes, by filing a new application at the entity's filing fee, $155 for an LLC.
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
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
- 11 V.S.A. 4118, cancellation of authority
- Vermont Secretary of State, end business registration
- 11 V.S.A. 4033, annual report
- 11 V.S.A. 4117, revocation of certificate of authority
- 11 V.S.A. 1655, designation of agent for service of process
- 11 V.S.A. 4008 and 4009, change and resignation of agent
Which Vermont certificate do you need?
Tell us what kind of entity you are and we write the filing that fits it.