Starting a company

How To Form A Corporation In Vermont

Key takeaways

  • Get to know about the geographical and climatic conditions of Vermont
  • Understand the benefits of forming a corporation in Vermont and the different types of corporations existing in Vermont
  • Gather insights on name reservation procedures in Vermont
  • Get to know why you need a registered agent and how to appoint one
  • Learn the importance of corporate bylaws and critical components of the same
  • Understand Various business licenses and procedures of tax registration and maintenance compliance

The constituent state of the United States and one among the six New England States- the states of Massachusetts border Vermont to the South, New Hampshire to the East, and New York to the West. Apart from the excellent connectivity to other states of the United States, Vermont is considered apt for forming corporations for several other benefits in terms of tax reduction, grants, small business innovation research, loans, and more.

Brief overview of the benefits of forming a Vermont corporation

Through your Vermont Corporation, the state of government assures multiple benefits to promote your corporation in the form of Tax benefits, capital and incentive programs, flexible profit distribution, and limited liability. Additionally, the state of Vermont also offers various tax incentive programs, and some of them are as follows:

  • Newport City Tax Stabilization
  • The Downtown Designation Program
  • New Markets Tax Credit Program (NMTC)
  • The Work Opportunity Tax Credit (WOTC)
  • Research and Development Tax Credits
  • Vermont Employment Growth Incentive

Types of Vermont Corporations

Unlike other states in the United States of America, different types of corporations exist in Vermont. Thereby, making it absolutely convenient and efficient for people who wish to start a corporation in Vermont.

The prominent types of corporations existing in Vermont are as follows:

  • C-Corporation
  • S-Corporation
  • Non-profit Corporation
  • Professional Corporation
  1. C-Corporation

A C- Corporation is a legal structure for a business where the owners and shareholders are taxed separately from the business entity. It is the most prevalent type of corporation and is also subjected to corporate income tax. In simpler words, a C-Corporation can be explained as the type of corporation where the company's assets are separate from the owner's. This type of corporation is favorable as it protects the business owners from personal liability for the company's financial liability.

  1. S-Corporation

The type of corporation elected a special tax status with the IRS, where corporate income, losses, deductions, and credits must pass through the shareholders for federal tax purposes. The main benefit of registering an S corporation is that it reduces tax liabilities via pass-through taxation. IRS recognizes "pass-through" taxation as a special status for the companies to opt for to avoid paying corporate income taxes.

  1. Non-profit Corporation

Non-profit corporations are organizations formed for running religious, scientific, literary, charitable, or educational purposes. With the status of a non-profit corporation, they become eligible for federal and state tax exemptions. You can register as a non-profit corporation by applying for the same through myVTax or the Vermont Secretary of State. It is preferred to register online for faster processing of the license.

  1. Professional Corporation

When more than one individual licenses a corporation, it is called a professional corporation. It is usually the scenario with big law firms, medical sector organizations, and more. A professional corporation is formed to provide professional services and tax exemptions. Professional corporations must be certified and licensed in Vermont state.

Steps to Form a Vermont Corporation

After choosing the name of your business and the type of corporation, the actual procedures start forming a corporation in Vermont. The authorities in Vermont are strict with their rules and regulations for corporate formation. However, the benefits of these rules and regulators are several.

Choose a unique and compliant business name

Choosing a unique name for your business is essential to improve and increase your entity name's retention within the target population. Apart from the uniqueness of the name, it is also necessary to look at the ease of pronunciation and relatability.

Vermont business name availability search

To check the availability of your corporate name, you can take help from the official website of the Vermont Secretary of State. The database is free to use and makes it easy for you to check the availability status of the chosen name. Additionally, it is essential to have a "corporation," "incorporated," "company," or "limited," or an abbreviation of one of those words along with your company name.

Appoint a registered agent

A registered agent is a person or an entity appointed by the business corporation to be the official point of contact with the government in the state. The respective person or the agency is liable for receiving the service of process, legal documents, documentation, and other official communications on behalf of the business corporation.

Vermont registered agent requirements

A Vermont registered agent can be an individual or an organization that has a permanent mailing address in Vermont. Preferably a permanent resident of Vermont. It is so important to have a registered agent, as the Secretary of State of Vermont can even reject your business proposal on not having a registered agent.

Options for selecting a registered agent in Vermont

The only four options for selecting a registered agent in Vermont are yourself, a friend, a family member and a Vermont Registered Agent Service.

Draft and file the Articles of Incorporation

The corporation's articles are documents that need to be filed with a government body to authenticate your corporate formation legally.

Required information for Vermont Articles of Incorporation

The mandatory files included in the documents while filing articles of incorporation for Vermont company registration are:

  • Articles of association.
  • Business proposal
  • Details of your Registered Agent
  • Details on your corporate stock
  • Stated approval of the proposed directors to function as directors and an undertaking to buy the qualified shares.
  • A signed agreement giving the details of the proposed managing director or a manager or a full-time director
  • The exact address of the registered office.
  • Documented evidence of payment of the registration fee.
  • A legal file by the law stating the submission of all documents and requirements for registration.

Filing process and fees with Vermont Secretary of State

Articles of incorporation can be filed both online and offline with a nominal fee of $125. However, it is easier to file the same online, and the response message is usually received within 15 days.

Create corporate bylaws

Corporate bylaws are the governing body's regulations or user manuals to run the company smoothly and efficiently. It contains all the details of running the company, from the motive to the director's tenure.

Importance of Vermont corporate bylaws

Corporate Bylaws are an integral part of Vermont corporations. Suppose your company is ever found to be operating without following the regulatory terms as per the corporate bylaws. In that case, the court can rule that your corporation is not valid anymore, which can cause null effects on your liability protection.

Critical Components of corporate bylaws

Corporate Bylaws include every other tiny and colossal factor affecting the company in multi-dimensions. However, the below-mentioned factors are the unavoidable components of Vermont Corporate Bylaws:

  • Basic Details of the Company ( inclusive of the company name, its motive, near-future and far-future goals, geographical locations, licenses and permits)
  • Details of the founders
  • Details of the Board of Directors
  • Committees
  • Details of the officers
  • Conflict of Interests
  • Amending Bylaws

Obtain an Employer Identification Number (EIN)

EIN, or Employer Identification Number, is a nine-digit unique number assigned by Vermont's Internal Revenue Service (IRS) to identify the business entity quickly. It is mandatory to have EIN to apply for various licenses and open your business bank account.

Purpose of an EIN for Vermont Corporations

Obtaining a Vermont EIN, also known as the Vermont ID tax number, is a crucial step while incorporating in Vermont. This social security number of the company further permits you to carry out legally-involved formalities like hiring employees, filing taxes, applying for insurance, and others.

How to apply for an EIN

The Department of IRS provides you with EIN, and for the same, you can apply online with the VT Department of Taxes to retrieve your account number. You may also register by mail or fax using Form BR‐400, Application for Business Tax Account.

Please make a note of the following for future reference:

Form BR-400A, Business Principles with Fiscal Responsibility, and.

Form BR-400B, Account Application

Open a corporate bank account

To run a corporation in Vermont, opening a business bank account for your company for legal formalities and authenticated services and transactions is mandatory.

Importance of a separate Vermont corporation bank account

A separate Vermont corporation bank account is vital to keep an unstained track of your business transactions. It also further smoothens the process while filing taxes and other legal procedures.

Required Documentation

Below-mentioned are the required documents for opening a Vermont corporate bank account for your corporation:

  • Employer Identification Number (EIN)
  • Articles of Incorporation
  • Personal Identification proofs and details of the owners/founders

Comply with Vermont state tax and licensing requirements

It is required to apply for state tax registration, general licenses, and industry-specific Vermont Business licenses and permits to authenticate your business corporation in Vermont.

Vermont state tax registration

The sales tax percentage in Vermont is 6% and is charged on retail sales tax property unless exempted by the law. Please note to use Form IN-111, Vermont Income Tax Return, and supporting schedules if needed. Additionally, the Department of Taxes recommends e-filing your federal and state taxes using commercial vendor software.

Industry-specific licenses and permits

By the type of industry/sector your business entity falls into, the licenses and permits will be different too. The only mandatory license you must have while starting a business in Vermont is Sales Tax Business.

However, specific license and permits requirements might change depending on the industry, and they are as follows:

  • Professional Licensing
  • Permits for Building and Construction
  • Environmental Permits

[ For detailed information: click here]

The Secretary of State-Vermont deals with all the Business License Applications in Vermont.

Maintaining a Vermont Corporation

Maintaining a Corporation in Vermont includes strictly following Vermont Business Regulations, Vermont Corporation Compliance, and Vermont Corporate Laws. Failure to do so might result in losing corporate designation and the tax advantages that go with that designation.

Vermont annual report filing requirements

For any company to function foolproof and comply with the Vermont Secretary of State, it is essential to maintain annual reports and file sufficient requirements.

Due dates and fees

The reports can be filed after the end of the entity's fiscal year. However, the 15th of March is usually the last date for filing the same. A payment varying from $15 to $400 must be paid while filing annual reports for Vermont Corporation.

How to file the Vermont annual report

Annual reports of Vermont Corporations can be filed with the Vermont Secretary of State - Division of Corporations. Reports can be filed online, too, making the entire process more accessible.

Corporate recordkeeping for Vermont corporations

Corporate recordkeeping systematically documents every other component, factor, and transaction.

Importance of keeping accurate records

Not keeping your records accurate will result in breaching contracts, the law, and client and staff trust. Further, keeping correct records helps to monitor the progress of your business. It can plot a graph to show whether your business is improving, which items are selling, or what changes you need to make.

Recommended documents to maintain

  • Articles of incorporation (and any amendments)
  • Corporate bylaws
  • Corporate meeting minutes
  • Corporate income tax records
  • Proof of documents to back up tax deductions
  • Employment tax records
  • Corporate resolution records
  • Annual reports
  • Stock exchange and share holder records
  • Bank statements
  • Employee records and details 
  • Shareholder agreements
  • Business permits and licenses
  • All communications made to shareholders
  • List of names and addresses of past and present directors and officers
  • Any other documents filed with the state
  • Insurance documents

Staying compliant with Vermont state laws

It is essential to comply with Vermont state laws for your business venture's legal and official functioning.

Periodic tax filings

Vermont taxes are filed periodically (monthly, quarterly, and annually depending on the type of business). Vermont corporate sales tax of 6.00 % to 8.5 5. Vermont has a 6.00 % state sales tax rate, a max local sales tax rate of 1.00 percent, and an average combined state and a local sales tax rate of 6.30 percent

Updates to Vermont corporation information

It is essential to regularly update your business about the following to the Secretary of State:

  • Required annual/biennial report or renewal filings
  • Registered Agent
  • Registered office (physical business address of agent)
  • Principle office
  • Business mailing address
  • Principal personnel

Advantages and Disadvantages of Forming a Corporation in Vermont

From personal liability protection, business security and continuity, and easier access to capital, there are many advantages and few disadvantages to forming a corporation in Vermont.


Limited liability protection for Vermont businesses: 

Limited liability protection can be attained for corporations that have incorporated limited liability corporate structure. It is the legal structure where the corporate loss will not exceed the amount invested in the shares.

Tax benefits of incorporating in Vermont

Concerning the type of incorporation chosen, you can avail of multiple tax benefits. S-corporation businesses get the leverage of zero income tax. Similarly, there are numerous corporation and sector-specific tax incentives in Vermont.


 Administrative complexities for Vermont corporations

The application process is quite lengthy in Vermont, which is the potential of costing a lot of money, time, and energy. For the same reason, you need to be so sure about your business, purpose, agenda, and far vision. The form

Double taxation for C-Corporations in Vermont

C-corporations are subjected to double taxation in Vermont. This means the business is being taxed at both the business entity level and shareholder level.

Recap of the key steps to form and maintain a Vermont corporation

  • Deciding on the nature of your business and the type of corporation that suits your business entity.
  • Finalize a unique name and check their availability.
  • Select a registered agent to make all the legal documentation easier and provide time-sensitive information.
  • File the Articles of Incorporation.
  • Frame Vermont corporate bylaws 
  • Obtain the EIN
  • Open a corporate bank account for carrying out all business transactions.
  • Comply with Vermont state tax registration procedures.
  • Hold the board meetings and form the agenda.
  • Maintain your Vermont annual reports.
  • File and pay periodic taxes on time.

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