Vermont Certificate of Authority / For Wyoming LLCs
How a Wyoming-formed LLC gets its Vermont authority
A Wyoming LLC starts at $155, all of it Vermont's, because Wyoming prices its certificate at $0. With a first Vermont report the figure is $325, and Wyoming's $60 minimum arrives on its own bill.
The cost layers for a Wyoming LLC
| Layer | Amount |
|---|---|
| Vermont application | $155 |
| Wyoming certificate | $0 |
| Vermont annual report, each year | $170 |
| Wyoming annual minimum, each year | $60 |
Wyoming and Vermont side by side
| Point | In Wyoming | In Vermont |
|---|---|---|
| Home paper | $0 | Dated within 90 days of filing |
| One-time registration | None; the LLC exists there already | $155 |
| Recurring | $60 minimum | $170 report |
| Local agent | A Wyoming agent | A separate Vermont agent |
What Vermont reads in a Wyoming LLC's application
For a Wyoming LLC the governing law entered is Wyoming. Beside it go a Vermont designated office, a Vermont agent and the Wyoming certificate as an upload. The statute's position is 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 Wyoming certificate
Wyoming charges $0. 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, so a paper that ages out costs nothing to replace.
A five-year view
Vermont's share is $1,005: the application and five reports. Wyoming's minimums add $300, so both states together take $1,305.
Wyoming companies that have already worked in Vermont
For a Wyoming company that has already worked here, $50 a day has been accruing, to $10,000 a year, with the fees due added. The penalty page has the figures.
The Wyoming agent is not the Vermont agent
A registered agent in Wyoming covers Wyoming only. Vermont wants a separate agent for service of process.
Leaving Vermont
A Wyoming LLC leaves Vermont by cancelling, at $25. See the cancellation page.
Choosing the order of the work
Work through the Vermont name and the Vermont agent before anything else. Then draft the application and request the Wyoming certificate at the end, so that on filing day its date is no more than 90 days back.
What happens to the Wyoming bill if the LLC leaves Vermont
Nothing. Wyoming keeps billing its $60 minimum while the LLC exists there, and Vermont stops billing once the cancellation is filed for $25.
A worked example
Picture two partners whose Wyoming LLC runs a Rutland warehouse. They appoint a Rutland agent, pay $0 for the Wyoming certificate and $155 to apply. Twelve months on come $170 for Vermont and $60 for Wyoming, making $385 for the first year.
Wyoming corporations are different
This page covers LLCs. A Wyoming corporation files the corporation application, pays $155 and attaches a certificate of good standing under 30 days old. See the corporation filing page.
Two separate calendars
The dates are set apart. Vermont's report falls due 3 months after the close of the fiscal year, and Wyoming bills its minimum on its own schedule. Put both dates where the managers will see them.
If the certificate ages out
If the Wyoming certificate has aged past the 90-day limit by filing day, order another. Wyoming lists it at $0, so nothing is lost.
The Vermont designated office
Vermont asks for an initial office address. Use the agent's or the company's own; Wyoming's registered office plays no part.
How long the Wyoming certificate stays usable
The clock runs from the date printed on the certificate to the day of filing, and it allows 90 days. If the paper ages out, order another. The upload accepts .jpeg, .jpg, .png, .gif, .bmp, .tif and .pdf.
A Wyoming LLC gets its Vermont certificate
Find the Vermont agent
A local resident or a local business.
Search the Vermont name
Switch to an alternate name if it will not clear.
Order the Wyoming certificate at the end
Its price is $0.
Submit online
The Vermont fee is $155.
Wyoming LLC questions
Does Wyoming charge for reordering the certificate?
No. Wyoming lists the certificate at $0.
How old may it be?
Under 90 days at filing.
What does the first year cost on the Vermont side?
$325 with the first report.
Does a Wyoming LLC need a Vermont office?
Yes, a designated office address.
How does a Wyoming LLC leave Vermont?
With a Certificate of Cancellation for $25.
What does the Wyoming certificate cost?
$0.
Does Wyoming's minimum continue?
Yes, separately.
What does a Wyoming LLC pay in total in year one?
$385 once Wyoming's minimum is included.
Can the Wyoming 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
- Wyoming Secretary of State, Business Division fee schedule
- 11 V.S.A. 4111, law governing foreign limited liability companies
- 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
- 11 V.S.A. 4033, annual report
- Vermont Secretary of State, annual and biennial reports
Which Vermont certificate do you need?
Tell us what kind of entity you are and we write the filing that fits it.