A full walkthrough of the Vermont certificate of authority, by kind of entity

The certificate is the document Vermont issues once it has filed your application: when the application meets the filing requirements of the chapter and every filing fee has been paid, the Secretary of State files it and issues a certificate of authority to the company or its representative. Your entity's own governing law is untouched by it. 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.

Under Vermont law an LLC formed elsewhere must hold a certificate before transacting business, and so must a corporation. The statute's shape: a foreign LLC may not transact business until it has a certificate; transacting business covers each act, power or privilege exercised or enjoyed in Vermont; and eleven activities, among others and without more, do not count. Whether your entity is caught by that duty is something only a Vermont business lawyer can judge, and the who-must-file page gives the list.

Vermont turns away 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. Search the state database first. An LLC whose name cannot be used applies with an alternate name: a foreign LLC whose name does not comply with the naming section adopts an alternate name for use in Vermont, and after it obtains a certificate with that name it transacts business here under the alternate name. A name can be reserved for $25.

An LLC attaches 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 attaches a certificate of good standing, or a document of similar import, authenticated by the official who keeps corporate records where the corporation was formed, and the Secretary of State puts its age limit at 30 days. Online, the paper is uploaded as one of .jpeg, .jpg, .png, .gif, .bmp, .tif and .pdf.

File online in the Online Business Service Center, the route the state prefers, or mail the application to Business Services Division, 128 State Street, Montpelier. Online filing has no surcharge. The state's published timing is less than one business day online and seven to ten business days by mail.

LLCs report yearly for $170, corporations yearly for $250, nonprofits every second year. An LLC that misses its report loses the certificate. The state may also 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.

Two clocks run in Vermont. The LLC clock allows 90 days between the date on the home certificate and the date of filing. The corporation clock allows 30.

One filing covers both, a statement of change. It costs an LLC $35 and a corporation $25. In the statute's terms, a company changes its agent for service of process, or the agent's email or address, solely by filing a statement of change with its current agent information.

A New York LLC opens a shop in Burlington. It selects a Burlington resident as agent, orders a New York certificate of existence close to the filing day and applies for $155. The first yearly report is $170. Over five years the Vermont fees are $1,005.

Online filing happens inside the Online Business Service Center, using a user account, and takes the application, the uploaded paper and the payment in one place. The mail alternative goes to the Business Services Division. Neither changes the fee, though the state's own timing figures favor the online route.

A foreign limited partnership registers for $155, amends for $35 and cancels for $25. Foreign limited liability partnerships have their own schedule, so ask us before ordering one and we will write the right filing.

Once the certificate issues, an LLC's next fixed date is its annual report, counted 3 months from the close of its fiscal year. With a year that closes on December 31, the date is March 31.

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. Reinstatement costs an LLC $35 and a corporation $50, so a report filed on time is the cheaper path for either. The missed report is filed before the certificate comes back.

A report date follows the fiscal year on record, so an entity that registers midyear files on the schedule its fiscal year sets. The state's database shows the year end.