Vermont Certificate of Authority / Corporation filing
The corporation application for a Vermont certificate of authority
A business corporation from another state that wants to operate in Vermont applies for a certificate of authority. The fee is $155, and the application carries a certificate of good standing, or a document of similar import, authenticated by the official who keeps corporate records where the corporation was formed dated at most 30 days before filing. We prepare it for $199.
The corporation filing at a glance
| Title | Application for Certificate of Authority, foreign business corporation |
|---|---|
| Fee | $155 |
| Attached | A certificate of good standing, or a document of similar import, authenticated by the official who keeps corporate records where the corporation was formed |
| Paper age limit | 30 days |
| Yearly | $250 annual report |
| Leaving | Application for Certificate of Withdrawal, $25 |
What the corporation must set out
The statute asks for the corporation name (or a substitute name that meets the naming section); the state or country of incorporation; its date of incorporation and period of duration; the street address of its principal office; the address of its registered office in Vermont and its registered agent; and the names and usual business addresses of its current directors and officers.
Why directors and officers appear
One statement names the corporation's decision-makers: the directors and officers in office, with an address for each, and any further principals the corporation chooses to add. LLCs make no such list; their statute asks only about an agent and a designated office.
The shorter clock on the home paper
A corporation's certificate of good standing is good for 30 days before the filing, where an LLC's certificate of existence is good for 90. Corporations therefore order the paper as late as they can.
The duty, and the cost of missing it
A corporation formed elsewhere must hold a certificate before it transacts business in Vermont; the state defines that as each act, power or privilege exercised here. Without one it owes $50 daily, up to $10,000 for a year, along with fees due and any other penalties, and the Attorney General can bring a court action to collect and to halt the corporation.
The yearly report
Once a year, two and one-half months after its fiscal year closes, the corporation reports and pays $250. The filing covers who the corporation is, which law governs it, where its Vermont office and agent are, where its main office is, and who its directors and officers are.
Changes and exits, priced
Amending the certificate costs $50. Swapping the registered agent or office costs $25. Getting back after a missed report costs $50. Withdrawing costs $25.
Where a corporation's filing departs from an LLC's
The corporation makes 6 statements to the LLC's 4, sends a certificate of good standing in place of a certificate of existence, works to a shorter window and pays $155 to the LLC's $155.
Changing name or agent
Amending the certificate is the corporation's tool for a change of name. The registered agent or registered office moves by statement of change instead. As with an LLC, the agent has to consent.
Corporation filings and their fees
| Filing | Fee |
|---|---|
| Application for certificate of authority | $155 |
| Annual report | $250 |
| Amended certificate | $50 |
| New registered agent or office | $25 |
| Reinstatement after a missed report | $50 |
| Certificate of withdrawal | $25 |
Two examples
A Delaware corporation with a Montpelier branch applies for $155 and files its first report at $250: $405 to Vermont before the home paper. If the branch later closes, $25 more ends the authority, $180 in total with the application.
Fiscal year changes
A corporation that changes its fiscal year changes its report date with it, since the report is counted from the year end. The year end the state holds can be looked up online.
What we do
We gather the corporation's particulars, obtain the certificate of good standing for the 30-day window and submit online. The charge is $199, and Vermont adds $155.
The corporation filing through us
Send the corporation's particulars
Name, home state, the two offices, the agent, the board and officers.
Check the draft
Test each statement against the corporation's own records.
We obtain the certificate
Timed so that it is in date at filing.
We submit
Online, with the $155 fee.
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.
Corporation filing questions
Does the application list the shareholders?
No. It lists directors, officers and any other principals the corporation chooses to name.
Is a mailed application accepted?
Yes, at the Business Services Division, although online is the state's preference.
How recent must the certificate of good standing be?
It can be as much as 30 days old on the filing date, and no older.
Who signs the application?
A person authorized to act for the corporation.
What does withdrawal cost?
$25.
Does a corporation need a Vermont office?
Yes. It names a registered office in Vermont and the agent who works there.
What is the corporation's filing fee?
$155.
Is a yearly report required?
Yes, at $250.
What happens to a corporation whose name is taken?
It gives a corporate name that satisfies Vermont's naming section.
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. 4119, effect of failure to obtain certificate of authority
- 11A V.S.A. 15.02, consequences of transacting business without authority
- 11A V.S.A. 16.22, annual report for the Secretary of State
- Vermont Secretary of State, annual and biennial reports
- 11 V.S.A. 1655, designation of agent for service of process
Which Vermont certificate do you need?
Tell us what kind of entity you are and we write the filing that fits it.