Home › State Guides

Vermont LLC Annual Report: $45, Due Within 3 Months After the Fiscal Year End, No Late Fee

Every Vermont LLC files an annual report with the Secretary of State, $45 for a domestic company, due within three months after the fiscal year end on record and filed online only. Vermont charges no late fee for a late report. Miss it and the consequence is involuntary termination of the articles of organization under section 4034, curable by reinstatement at $35 for each missed year plus each missed report.

By the LLCForming research teamFees checked Nov 8, 2026

The annual report, in one table

Item	Vermont rule
Who files	Each domestic LLC and each foreign LLC authorized to transact business in Vermont, under section 4033(a). The report is annual. Biennial reports in Vermont are for nonprofit corporations and nonprofit cooperative corporations only.
When	Within three months after the expiration of the company's fiscal year, under section 4033(c), measured from the fiscal year end on record, not from the formation anniversary. For a calendar year company, fiscal year ending December 31, the window closes March 31. The two and a half month period in Vermont law belongs to profit corporations and does not apply to LLCs.
Fee	$45 for a domestic LLC under section 4012(a)(15), and $170 for a foreign LLC under section 4012(a)(16). The Secretary of State states that all report filings must be completed online, with an option at the payment screen to print and mail with a paper check.
What it contains	Under section 4033(a)(1) to (3): the name of the company and the state or country under whose law it is organized, the address of its designated office, and the name, email, and address of its agent for service of process. Information must be current as of the signing date under section 4033(b), and under section 4033(d) the Secretary of State amends its records to reflect a change the report specifies to the business's purpose, email, address, or principal information.
Late fee	None. 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, stated here as an omission proof from the complete fee schedule in section 4012(a)(1) to (22) and (b). Vermont's sanction is involuntary termination, below, not a charge.

Involuntary termination: what missing the report actually does

Vermont's name for the administrative sanction is involuntary termination, and section 4034 is written in mandatory terms. Under section 4034(a)(1), the articles of organization of a limited liability company that fails to file an annual report required by section 4033 shall terminate and the provisions of section 4034 apply to the company. Under section 4034(a)(2), the certificate of authority of a foreign LLC that fails to file terminates the same way, and the Secretary of State shall notify the company of the termination. Section 4034(d) limits the collateral damage: involuntary termination does not prevent or abate proceedings against the company, though a proceeding is subject to dismissal unless the company is reinstated, does not terminate the designated agent's authority, does not alter the limited liability status of members or managers, and does not impair the validity of the company's acts during the gap if it is reinstated.

Reinstatement: $35 for each missed year, plus each missed report, and it relates back

Section 4034(a)(3) sets the cure in one sentence: if the company files its annual report together with the annual report filing fee and the reinstatement fee for each year the company failed to file its annual report, its articles of organization or certificate of authority, as the case may be, shall be reinstated by the Secretary of State. The reinstatement fee is $35 under section 4012(a)(17), charged for each missed year, on top of each missed year's report fee. Worked out for a domestic LLC, one missed year costs $45 for the report plus $35 for reinstatement, $80 in total, and two missed years cost two reports plus two reinstatement fees, $160. A foreign LLC pays the same $35 per year against its $170 report fee. Under section 4034(b), reinstatement relates back and takes effect as of the termination date as if the termination never occurred. The one hard time limit in section 4034 is about the name, not the filing: under section 4034(c), the company loses the right to retain its name if the annual report is not filed on or before five years after the date when the report was due. The statute states no shorter reinstatement deadline, and this page prints none.

The other standing duties: the designated office and the agent for service of process

Vermont's second ongoing record duty is the pair in section 4007: continuously maintain a designated office, which may but need not be a place of the company's business and may but need not be located in Vermont, and an agent for service of process under section 1655, who must be an individual resident of Vermont or a business organization with a place of business in, and authorized to conduct business in, Vermont. Because the annual report itself restates the agent's name, email, and address, a stale agent record and a missed report tend to arrive together. A statement of change of designated agent or designated office, or both, costs $35 under section 4012(a)(9), and an agent's statement of resignation carries no fee. The tax filing that runs alongside the report for a default LLC is separate from it: Form BI-471 or BI-476 to the Department of Taxes, with the $250 minimum tax under 32 V.S.A. section 5921 for a partnership taxed LLC, covered on the cost page.

Closing a Vermont LLC on purpose is one $20 filing

Ending the LLC deliberately takes a single document once winding up is done. Dissolution begins with an event in section 4101(a), such as an event or circumstance the operating agreement states causes dissolution, the consent of the number or percentage of members specified in the operating agreement or, if it has no provision governing approval of dissolution or winding up, the consent of all the members, the passage of 90 consecutive days during which the company has no members, or a Superior Court order on a member's application. After dissolution the company continues only for the purpose of winding up under section 4102(a), and in winding up, assets are applied under section 4106 first to discharge obligations to creditors, including members who are creditors, with any surplus paid in money to members as a return of contributions not previously returned and a distribution of any remainder in proportion to each member's capital contributions. At any time after dissolution and winding up, the company may terminate its existence by filing Articles of Termination under section 4105, stating 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, for $20 under section 4012(a)(20). Vermont's closing filing is therefore a single $20 filing called articles of termination; there is no separate articles of dissolution filing or fee. On tax clearance, the position is proof by omission from the statute itself: the three required contents in section 4105(a) contain no tax clearance certificate and no Department of Taxes sign off, and section 4012 lists no clearance filing or fee. A dissolved company may also choose the optional publication in section 4108, publishing a notice of dissolution and sending it to the Attorney General, to bar claims not enforced within five years after publication. Our dissolution guide covers the wind up order.