How to Incorporate in Vermont (May 2024 Update)
If you're looking to legally establish a corporation in Vermont, incorporating your business is an important first step. Incorporating formally creates a legal entity that is separate from its owners. This provides limited liability protection and opens up key advantages like the ability to raise investment capital.
This comprehensive guide will walk you through the entire incorporation process in Vermont, from choosing a business name all the way to staying compliant after incorporating. Follow the 10 steps below to ensure your new corporation in the Green Mountain State stays in good legal standing.
Incorporating your business in Vermont establishes a corporate entity under statutes set forth by Vermont state law. Key benefits of incorporating in Vermont include:
- Limited liability protection - Corporations provide legal separation between business and personal assets, ensuring your personal assets are protected from debts and legal issues arising from the business.
- Tax advantages - Corporations provide options in terms of how income and losses are handled for tax purposes. Consulting with an accountant can help you leverage tax benefits.
- Fundraising opportunities - The corporate structure provides you with the option to raise investment capital through selling shares of stock in your company.
- Credibility - Being incorporated lends legitimacy with customers and vendors. Using “Inc” in your business name identifies you as a corporation.
While incorporating has many advantages, it also comes with more legal compliance requirements in terms of paperwork and taxes. You also lose some personal privacy, as incorporation documents require you to publicly disclose information about your company. Using a registered agent service can help maintain privacy.
Steps to Incorporate Your Business in Vermont
Follow these key steps to successfully form a corporation in Vermont:
Choose a Business Name
The first step is choosing and verifying the availability of your corporation’s official legal name. Your name must include a corporate designation like "Corporation," "Incorporated," "Company," or “Limited.” Search the Secretary of State database to ensure your selected name isn’t already in use or too similar to another company’s name. You can reserve an available name for 120 days for a $20 fee.
Appoint a Registered Agent
Vermont corporations must designate a registered agent on file with the state. This agent receives important legal documents on behalf of your business. Using a registered agent service can help maintain privacy as your home address won’t be on public records.
File Articles of Incorporation
To legally form your corporation, you must file Articles of Incorporation (sometimes called a Certificate of Incorporation) with the Secretary of State. This document requires details like your corporation's name, address, stock details, registered agent information, and director details. The filing fee is $125.
Obtain an EIN from the IRS
You must get an Employer Identification Number (EIN) from the IRS to identify your business for tax purposes. This is free to obtain online.
File the Beneficial Ownership Information Report
As of January 2024, most corporations will need to file a BOI report with FinCEN disclosing details on owners, company leadership, and individuals who control company finances. This doesn’t apply to all entities and this information isn’t public.
Write Corporate Bylaws
Bylaws act as an operating manual, detailing internal processes like shareholder voting procedures, director elections, officer roles, and amendment protocols. While not submitted to the state, bylaws are an essential corporate document.
Hold an Organizational Meeting
Once incorporated, the directors named in the Articles of Incorporation hold an organizational meeting to appoint officers and adopt bylaws. This first corporate meeting establishes operating processes for your Vermont corporation.
Open a Business Bank Account
You should open a dedicated business bank account in your company's name after incorporating, keeping finances separate from your personal funds. Any commingling of assets can put your limited liability protections in jeopardy.
For more information, take a look at our article on the key benefits of business checking accounts.
Stay Compliant
After incorporating, you must adhere to various legal and tax compliance requirements:
- File an annual report with the Secretary of State to maintain “active” legal status. This costs $45 per year.
- Submit required annual Vermont business tax returns. Income, payroll, and sales tax obligations apply.
- Obtain any applicable permits and business licenses needed to operate legally in cities/counties within Vermont.
Weigh the advantages and disadvantages as you make decisions through each step outlined above. With attention to legal details and compliance requirements from the very start, you’ll begin your incorporated business in Vermont on the right foot.