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How to Form an LLC in Vermont

Vermont charges $155 to form an LLC and $45 a year for an annual report that is due within 3 months after the fiscal year end on record, not on the formation anniversary. Vermont does not use the words registered agent or registered office for LLCs: it requires a designated office and an agent for service of process. There is no late fee for a late report. The sanction is involuntary termination, and a default LLC taxed as a partnership also owes Vermont's flat $250 minimum entity tax every year.

By the LLCForming research teamFees checked Nov 8, 2026

The Vermont filing steps

1. Check your name on the state's own search

   Search the Secretary of State's online database before you file. Under 11 V.S.A. section 4005(a)(1), except for an L3C, a Vermont LLC name shall contain the words "limited liability company" or "limited company" or the abbreviation "L.L.C.," "LLC," "L.C.," or "LC," with "limited" shortened to "Ltd." and "company" to "Co." if you choose; an L3C name must contain the abbreviation L3C, and a professional LLC name must also contain the word "Professional" or the abbreviation "P.L.C.," "PLC," "P.L.L.C.," or "PLLC." Under section 4005(b), the name shall be distinguishable in the records of the Secretary of State from the name of each person that is not an individual and that is incorporated, organized, or authorized to transact business in Vermont, and from each reserved name. Section 4005(c) lets the Secretary of State authorize a noncomplying name where the present owner consents in a signed record and undertakes to change its name, or where you deliver a certified copy of a court judgment establishing your right to the name. A search does not reserve the name. To hold one, file an application for reserved name for $25 under sections 4006 and 1652; section 1652(a) reserves the name for your exclusive use for 120 days, and the reservation is transferable by a notice of transfer, priced at $20.

2. Name your agent for service of process

   Vermont does not use "registered agent" or "registered office" for LLCs. Under 11 V.S.A. section 4007, the company must designate and continuously maintain two things: a designated office for notification purposes, which may but need not be a place of its business and may but need not be located in Vermont, and an agent for service of process under 11 V.S.A. section 1655. The agent, not the office, carries the Vermont presence requirement. Under section 1655(a), the company shall provide the name, email, and address information of an individual resident of this State or of a business organization that has a place of business in, and is authorized to conduct business in, this State, and under section 1655(b) a person who designates an agent attests that the agent consents to the appointment. The articles must state the initial agent's name and street address under section 4023(a)(3), and the annual report must state the agent's name, email, and address under section 4033(a)(3). Change the designated office by a statement of change under section 4008(a), and change the agent, or the agent's email or address, by a statement of change under sections 4008(b) and 1655(c). The fee is $35 under section 4012(a)(9), for a statement of change of designated agent or designated office, or both. An agent's statement of resignation carries no fee under section 4012(a)(10). Service of process on the Secretary of State costs $35 each time process is served on the Secretary under section 4012(b)(1).

3. File the Articles of Organization with the Secretary of State

   File the Articles of Organization with the Secretary of State, online or by mail at the same fee, through the Online Business Service Center. The fee is $155 under 11 V.S.A. section 4012(a)(1). The $125 figure in older guides is the superseded pre-2023 fee. The Secretary of State states that online filing normally takes less than 1 business day, that filings received by mail should be allowed 7 to 10 business days, that online filing is the preferred method, and that there is no extra fee for online filing. Under section 4022, one or more persons may organize an LLC consisting of one or more members, organizers need not be members, and existence begins when the articles are filed unless a delayed effective date is specified. Under section 4023(a), the articles set forth the name of the company, the address of the initial designated office, the name and street address of the initial agent for service of process, the name and address of each organizer, a statement if the company has no members at the time of filing, and whether the company is an L3C. Section 4023(b) makes principal information optional: the articles may also set forth provisions permitted in an operating agreement, and name, email, and address information for one or more owners, officers, or other principals. Member or manager names are therefore not required, and no business purpose is required. Management style, member-managed or manager-managed, and the Professional LLC, L3C, and Blockchain-Based LLC subtypes are elected inside the same chapter 25 filing.

4. Get an EIN from the IRS

   Free, online, and takes minutes once your Vermont filing is approved. Never pay a service for this. See EIN for an LLC for the walkthrough and the one IRS rule (a real person as responsible party) that surprises people.

5. Write your operating agreement

   Vermont's definition is the quirk to understand. Under 11 V.S.A. section 4001(20), an operating agreement means any form of description of membership rights and obligations under section 4003, stored or depicted in any tangible or electronic medium, which is agreed to by the members, including amendments. The definition does not require a formal written or signed document, so an agreement captured in an electronic record qualifies without a signed paper document; the definition still calls for a stored or depicted form. Under section 4003(a), an operating agreement regulates the affairs of the company and the conduct of its business and governs relations among the members, among the managers, and among the members, managers, and the company, and to the extent the operating agreement does not otherwise provide, chapter 25 regulates those matters instead, so the chapter is the default code wherever the agreement is silent. Section 4003(b) lists what the agreement may not vary, including the company's capacity to sue and be sued in its own name, the court's power to decree dissolution under section 4101(a)(4), the requirement to wind up under section 4101, and the duty of loyalty, the duty of care, and the contractual obligation of good faith and fair dealing except as sections 4003(c) to (f) allow. The company is bound by the agreement whether or not it manifested assent, and a person who becomes a member is deemed to assent to it. If the articles and the agreement conflict, the operating agreement controls as to managers, members, and their transferees, and the articles control as to other persons who relied on them. The agreement is not filed: it is not among the section 4023(a) required contents, and section 4012 sets no fee for one.

6. Open the business bank account and handle licenses

   Bring your approved formation document and EIN letter. Then check your city and county for a general business license and your industry for state permits. Vermont issues no single statewide general business license through the Secretary of State. Licensing is industry specific, through state agencies, or local, through your town or city. The state level step most operating businesses meet is tax registration with the Vermont Department of Taxes for the filings their tax posture triggers, as the cost page explains. Check your industry and your locality before you budget, because those offices, not the Secretary of State, set those charges.

Filing details that trip people up

• The report is annual, and Vermont has no late fee for it. The sanction is termination. 11 V.S.A. section 4033 is titled "Annual report for Secretary of State" and requires an annual report, and the Secretary of State groups LLCs under Annual Reports: an LLC must renew its registration each fiscal year by filing an annual report within three months following the fiscal year end on record. Biennial reports in Vermont belong to nonprofit corporations and nonprofit cooperative corporations only, so any source selling a biennial LLC report, or a $25 late fee, is wrong on current law. Neither the section 4012 fee schedule nor the Secretary of State's Fees page lists any late fee or penalty fee for a late LLC annual report. What happens instead is involuntary termination under section 4034, covered in the report page.
• A foreign LLC pays $155, and its home state certificate must be dated no earlier than 90 days before filing. The Application for Certificate of Authority under section 4112 costs $155 under section 4012(a)(2), the same as domestic formation. Section 4112 requires the applicant to deliver with the completed application a certificate of existence or a document of similar import, authenticated by the Secretary of State or other official having custody of company records in the state or country of organization, dated no earlier than 90 days prior to filing of the application. A foreign LLC's annual report is $170 a year under section 4012(a)(16), not the domestic $45. Transacting business without a certificate carries real money exposure in Vermont: under section 4119(e), the company is liable to the State for a civil penalty of $50 for each day, not to exceed a total of $10,000 for each year, plus an amount equal to the fees due during the unregistered period.
• Vermont's DBA is an assumed business name, $70 for 5 years. The Secretary of State calls it an assumed business name, formerly known as a trade name registration, under 11 V.S.A. chapter 15, subchapter 1. Registration is required to do business under a name other than the registrant's proper name, including using the entity name without its entity identifier, and the entity must first itself be registered with the Business Services Division. Under section 1625(a) the registration fee is $70, and under section 1635(a) a registrant shall reregister every five years with a fee of $65, not sooner than 60 days prior to expiration. An assumed name registration does not create a legal entity, and Vermont draws no distinction between domestic and foreign assumed business names. Our DBA guide covers the details.
• The $250 minimum tax belongs to a default LLC, and there is no pass-through entity tax election to make. Under 32 V.S.A. section 5921, a partnership or a limited liability company that is taxed as a partnership under the Internal Revenue Code and is subject to section 5920 shall pay an annual tax of $250 to the Commissioner of Taxes on or before the due date prescribed for filing the entity's federal return. A default multi-member LLC taxed as a partnership therefore owes it every year, paid with Form BI-471, or Form BI-476 for entities owned exclusively by Vermont residents with only Vermont income and loss. A single-member LLC treated as a disregarded entity does not owe it, because section 5921 reaches only an LLC taxed as a partnership. And Vermont has no operative elective pass-through entity tax: bills in 2023 proposed a subchapter 10C in Title 32, chapter 151, but the current codified chapter contains no subchapter 10C and no sections 5921a to 5921c, and the Department of Taxes publishes no such election, form, or rate. Do not budget for one.
• Closing is a single $20 filing, with no tax clearance step in the statute. Articles of Termination under section 4105 cost $20 under section 4012(a)(20), and that one filing is the whole state closing sequence; Vermont's closing document is articles of termination, not a separate articles of dissolution filing. The three required contents in section 4105(a) are the name of the company, the date of the dissolution, and that the company's business has been wound up and the legal existence of the company has been terminated, and they contain no tax clearance certificate and no Department of Taxes sign off, while section 4012 lists no clearance filing or fee. A foreign LLC withdraws with a Certificate of Cancellation under section 4118, for $25.

After your Vermont LLC is approved

Get the EIN, open the business bank account, and register with the Vermont Department of Taxes for the filings your tax posture requires. A default LLC taxed as a partnership files Form BI-471, or the simplified Form BI-476 if it is owned exclusively by Vermont residents with only Vermont income and loss, due on the federal return due date, with the $250 minimum tax paid with the return; each member must also file a Vermont income tax return on the pass-through income. Then calendar the annual report correctly: it is due within 3 months after the fiscal year end on record, so a calendar year company has until March 31, it costs $45, and it is filed online only. There is no late fee to absorb a slip. Missing the report triggers involuntary termination under section 4034, and bringing the company back costs $35 for each missed year on top of each missed report's fee. Keep the designated office and the agent for service of process current as well, and file a statement of change, $35, whenever either changes. If the business will trade under a different name, budget the $70 assumed business name registration, which lasts 5 years.

The full recurring picture for Vermont, with fees and due dates, is on the Vermont annual report and compliance page, and the money view is on the Vermont LLC cost page.

Vermont LLC questions