How To Fill Out The Vermont Articles of Organization
The Vermont Articles of Organization is the official document filed with the Vermont Secretary of State, Corporations Division to establish a Limited Liability Company (LLC). After the filing is approved by the state, the business can officially begin operating and register for the necessary business licenses and permits.
To form a Vermont LLC, you will need to submit the completed LLC Articles of Organization form to the Vermont Secretary of State. The form can be completed and sent by mail or filed online.
IncFile is currently running a special where you only pay state fees for your LLC formation!
Let’s go over how to fill out the LLC Articles of Organization in Vermont. To get started, visit the Vermont Secretary of State’s website and download the form.
Step 1: Pick a Name for the Business
The first step in filling out the Vermont Operating Agreement is to pick a business name.
There are a few requirements when choosing a Vermont LLC name.
1. The name of your LLC must not be too similar to the name of another business entity already registered with the state of Vermont. You can verify name availability by doing a Vermont LLC name search with the Vermont Secretary of State to be sure the LLC name is available.
2. The name of the LLC must include one of the following entity identifiers at the end of the business name:
LLCs – “LLC,” “L.L.C.,” “LC,” “L.C.”, “Limited Liability Company,” “Limited Liability Co.”, “Limited Company,” “Ltd. Liability Company,” or “Ltd. Liability Co.”
Professional LLCs – “PLC,” “PLLC,” “Professional LLC,” “Professional LC,” “Professional Ltd Co,” “Professional Limited Liability Company,” or “Professional Limited Company.”
Low-Profit LLC – The abbreviation “L3C.”
Enter the LLC name including the identifier to continue. If you choose a name that is taken, the Secretary of State will return your application.
Step 2: Describe the Purpose of the LLC
This is an optional section asking for information regarding what the business does or sells.
If filling this section out, it is generally recommended that the business purpose is somewhat generic because if the business significantly changes over time, an amendment is supposed to be made to the Certificate of Organization.
Step 3: Enter the Address of the Principal Office
The address of the Principal Office of business may be, but is not required to be, the actual place of the business. It can also be the main location where the business records are kept.
A physical address must be used for the Principal Office as P.O. Boxes are not acceptable.
Step 4: Appoint a Registered Agent
One requirement to have an LLC in Vermont is to appoint a Vermont Registered Agent. The Registered Agent is a party that is physically located in the state of Vermont (Registered Office) that will receive important notices and service of process (which means to accept papers that start a lawsuit) on behalf of the LLC.
Provided the LLC member lives in the state of Vermont and is generally available during business hours, they may act as the Registered Agent. Additionally, any adult resident of the state, attorney or accountant in the state, or a Registered Agent Service can also act as the LLC’s Agent.
Related: Should you be the Registered Agent?
Step 5: Select the Duration of the Company
Most LLCs will be perpetual as there isn’t a set end date in mind for the business. However, if there is a predetermined date the LLC will close, check the box and enter the date. This is more common for investment-related entities.
If the LLC has no set date to dissolve, skip to step 6.
Step 6: Enter a Business Email Address
Enter a preferred email address for the Secretary of State to send correspondence. An email address that will be checked is important as the Secretary of State will send important notices such as the annual report.
Step 7: Choose the Fiscal Year End
This is an optional section and the default fiscal year end is December, and is very common for LLCs to use.
If the LLC will elect C-corporation tax status with the Internal Revenue Status, a different tax year can be selected.
Step 8: Select the Management Structure
The next step provides information regarding whether the LLC is Manager-Managed or Member-Managed.
A Member-Managed LLC means the Members are involved with the day-to-day operations of the business. Many LLCs are operated and run by the owner, in which case would be Member-Managed.
A Manager-Managed LLC refers to a Limited Liability Company that hires a manager to run the business, similar to hiring a CEO of a corporation.
Step 9: Include Any Additional Provisions
This is an optional section should additional information regarding the operation or regulation of the LLC needs to be included.
Step 10: File the Articles of Organization
An authorized LLC Member will review the Articles of Organization to ensure they are correct and sign the document.
The completed Articles of Organization and state filing fee will be sent to:
Vermont Secretary of State, Corporations Division
128 State Street
Montpelier, VT 05633-1104
You’ve filed your Vermont LLC Articles of Organization! Now what?
After the LLC is officially filed with the Vermont Secretary of State, there are a few additional things to follow up on. Below is a list of some of the tasks to consider.
Prepare a Vermont LLC Operating Agreement
The operating agreement is an internal document that covers items like ownership rights, profit and loss distribution, member responsibilities, and more.
Vermont Statute 11 V.S.A. § 4003 states that an LLC Operating Agreement is optional. Despite the Operating Agreement not being required, it is recommended to have one as it can help to prevent disputes among members and protect the LLC’s legal status.
Obtain an EIN
The EIN or Employer Identification Number (also called a Federal Employer Identification Number or FEIN) is a unique 9-digit tax identification number that is assigned by the Internal Revenue Service (IRS).
The EIN will be needed before filing business tax returns, opening a bank account, hiring employees, registering for business licenses and permits, and more.
Related: How to Apply for an EIN