Vermont Certificate of Authority / For Delaware LLCs
How a Delaware-formed LLC gets its Vermont authority
The opening bill for a Delaware LLC is $205: $155 to Vermont and $50 to Delaware for the paper. A first Vermont report lifts it to $375, and Delaware's $400 tax is a separate bill.
The cost layers for a Delaware LLC
| Layer | Amount |
|---|---|
| Vermont application | $155 |
| Delaware certificate | $50 |
| Vermont annual report, each year | $170 |
| Delaware annual tax, each year | $400 |
Delaware and Vermont side by side
| Point | In Delaware | In Vermont |
|---|---|---|
| Home paper | $50 | Dated within 90 days of filing |
| One-time registration | None; the LLC exists there already | $155 |
| Recurring | $400 tax | $170 report |
| Local agent | A Delaware agent | A separate Vermont agent |
What Vermont reads in a Delaware LLC's application
Delaware is named as the governing law; the LLC supplies a Vermont designated office and a Vermont agent; and the Delaware certificate goes in as the attachment. On governing law the statute says that the law of the state or country where the company is organized governs its organization, its internal affairs and the liability of its members and managers, and Vermont may not deny a certificate because that law differs from its own.
The price of the Delaware certificate
Delaware charges $50. What Vermont accepts is 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.
Two calendars
Delaware's $400 tax falls on June 1; pay it late and $200 is added. Vermont wants its report 3 months after the fiscal year closes. Each date is set by its own state.
A five-year view
Vermont's share is $1,055: the application, the Delaware certificate and five reports. Delaware's tax adds $2,000, so both states together take $3,055.
Delaware companies that have already worked in Vermont
The daily amount is $50, with $10,000 as the yearly ceiling and the fees due on top. See the penalty page.
The Delaware agent is not the Vermont agent
A registered agent in Delaware covers Delaware only. Vermont wants a separate agent for service of process.
Leaving Vermont
When it is finished in Vermont, the Delaware LLC cancels with a Certificate of Cancellation, which costs $25. Details are on the cancellation page.
Choosing the order of the work
Search the Vermont name first. Settle the Vermont agent next. Write the application, and order the Delaware certificate last, so its date falls inside the 90-day limit on the day you file.
A worked example
A three-member Delaware LLC opens a Burlington office, appoints a Burlington agent, buys a Delaware certificate for $50 and applies for $155. The first year costs $775 once the Vermont report and Delaware's tax are counted.
Delaware corporations are different
This page covers LLCs. A Delaware corporation files the corporation application, pays $155 and attaches a certificate of good standing under 30 days old. See the corporation filing page.
If the certificate ages out
A Delaware certificate that is past the 90-day limit on filing day has to be ordered again, at Delaware's $50.
Cancelling and the Delaware bill
Cancelling in Vermont for $25 leaves the Delaware company and its Delaware filings in place. Vermont stops billing its report once the cancellation is filed, and Delaware's $400 tax carries on while the LLC exists there.
The Vermont designated office
The address the LLC lists as its initial office in Vermont. It may be the agent's or the company's own, and it has nothing to do with Delaware's registered office.
How long the Delaware certificate stays usable
Vermont counts 90 days from the certificate's date to the filing day, so order it when the application is ready to go. Upload it as one of .jpeg, .jpg, .png, .gif, .bmp, .tif and .pdf.
A Delaware LLC gets its Vermont certificate
Pick the Vermont agent
A local resident or a local business.
Check the Vermont name
Fall back on an alternate name if needed.
Buy the Delaware certificate last
It costs $50.
Submit online
The Vermont fee is $155.
Delaware LLC questions
Does a Delaware LLC choose its Vermont office?
Yes. The LLC supplies the address of its initial designated office in Vermont.
How old may it be?
Under 90 days at filing.
What does the first year cost on the Vermont side?
$375 with the first report, counting the Delaware certificate.
Does a Delaware LLC need a Vermont office?
Yes, a designated office address.
How does a Delaware LLC leave Vermont?
With a Certificate of Cancellation for $25.
What does the Delaware certificate cost?
$50.
Does Delaware's tax continue?
Yes, separately.
What does a Delaware LLC pay in total in year one?
$775 once Delaware's tax is included.
Can the Delaware registered agent also serve in Vermont?
Only if it meets Vermont's description of an agent and consents.
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
- Delaware Division of Corporations fee schedule (PDF)
- Delaware Division of Corporations, LLC/LP/GP annual tax
- 11 V.S.A. 4111, law governing foreign limited liability companies
- 11 V.S.A. 4033, annual report
- 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. 4118, cancellation of authority
Which Vermont certificate do you need?
Tell us what kind of entity you are and we write the filing that fits it.