What is a Vermont Registered Agent?
A Vermont registered agent is an individual or company that maintains a physical address in the state of Vermont and is willing to accept service of process and other legal documents on behalf of a Vermont corporation, Limited Liability Company (LLC), Limited Liability Partnership (LLP), or Limited Partnership (LP).
Sole proprietorships and general partnerships do not need a registered agent.
The requirements for an entity to have a registered agent (also called a resident agent or statutory agent in other states) are formed under Vermont law, Statutes 11 V.S.A. § 4007 (LLC) and 11A V.S.A. § 5.01 (corporation), which mandate registered entities will have and continuously maintain a registered agent and registered office within the state. The Vermont Secretary of State is responsible for recording each entity’s registered agent. The agent must be available during normal business hours to accept any service of process, legal notice, or demand pertaining to the entity and forward it to the appropriate individuals.
Who can serve as a registered agent in Vermont?
A registered agent in Vermont can be any resident of the state who is 18 years or older, a registered Vermont domestic business entity, or a foreign business entity authorized to do business in the state. An entity cannot designate itself as its own registered agent.
The registered agent needs to have a physical street address (often referred to as a registered office or principal office) in the state of Vermont. This can be your home address, the address of a family member, an accountant or attorney, business address, or a professional registered agent service.
Any physical address in the state may be used, but PO Boxes and mail drop services are not acceptable since the agent will also need to be available to receive Service of Process on behalf of the business during normal business hours. Service of process refers to the delivery of legal documents, often a summons, subpoena, or lawsuit filed against a business entity.
What is required of a registered agent in Vermont?
The primary responsibility of a registered agent in Vermont is to accept important legal notices and tax documents and then forward them to the appropriate person in the business.
What happens if you don’t have a registered agent in Vermont?
Not only is a registered agent required when forming an LLC or corporation, but you must maintain a registered agent to keep the entity in compliance. Besides the requirement of designating a registered agent at the time of formation, there are several other reasons to have one:
Not Receiving Legal Notices – If the listed registered agent cannot receive legal notices, this lawsuit will still proceed. If a process server is unsuccessful in reaching the company’s registered agent, the court can proceed with the case. This could result in a judgment being placed against the business without the owners knowing.
Administrative Dissolution – In Vermont, if the business doesn’t have a registered agent, the state can dissolve the entity, which will strip the owners of personal asset protection should the business be sued.
Penalties and Fees – By not maintaining a current registered agent, penalties and state fees can be levied against the entity and, in some cases, the owners too. Once an entity is no longer in good standing with the state, the owners may lose their liability protection and are at risk personally.
Should you be your LLC’s registered agent in Vermont?
Yes! Business owners, members, officers, and even friends and family that meet the state of Vermont’s registered agent requirements can be a registered agent.
Why you may not want to be your own registered agent
Provided one of the members or officers lives in Vermont, it is less expensive to be appointed as your own agent rather than hiring a service. While this is the route many businesses take, there are a few reasons to consider hiring a service.
Privacy – The address of all Vermont registered agents becomes public record and is available for anybody to see. This can be especially concerning if someone is doing business on the side, and they don’t want their employer knowing about the business. Also, if the business is sued, the notice will be delivered to the address on file. This could mean employees, customers, or even neighbors witnessing the event. There is also the remote possibility of a vindictive litigant or upset customer showing up at your house.
Availability – Vermont requires the registered agent to be available at the principal address during regular business hours. The biggest issue with availability, especially if a home address is used, is if the agent goes on vacation or is otherwise away for some period of time and can’t be reached.
If the Business Expands to Additional Locations – If the business has a physical presence in multiple states (offices, warehouses, employees, etc.), a foreign entity registration will often need to be filed with those states. A registered agent will need to be appointed with a physical address in each state.
Due Date Reminders – Registered agent services provide annual report reminders and updates on any state requirements.
How much does a registered agent service cost in Vermont?
Depending on the services provided, a commercial registered agent service typically costs between $100-$150 per year. Northwest Registered Agent is a popular service that charges $125 per year and offers several extras such as document scanning and mail forwarding and Harbor Compliance has a basic service starting at $99.
Some entity formation companies, like IncFile, includes registered agent service at no cost for the first year when you register your corporation or LLC with them.
Can a registered agent be changed in Vermont?
If the registered agent changes, the entity is required to file a change of registered agent.
A registered agent can be changed by submitting the Change of Registered Agent or Office Form along with the filing fee to the Vermont Secretary of State.
Is a registered agent liable for the actions of the business?
The only liability a registered agent faces is from a lack of timely transmission of correspondence. If the registered agent is negligent in sending documents promptly and the entity suffers a financial loss, the registered agent is responsible for paying those damages.
Can a registered agent sign on behalf of an LLC?
Unless the registered agent is also authorized to sign on behalf of the entity, they are not legally allowed to sign.
Does a sole proprietor need a registered agent?
Only entities registered with the Vermont Secretary of State, such as corporations and LLCs, need to register a registered agent. Sole proprietorships and general partnerships do not.