How to Form a Company in Vermont
Introduction
The state of Vermont offers several different business structures to choose from, as well as a variety of ways to form your company. The steps you need to take in order to form your business depend on the type of business entity you choose and how much time and money you want to invest.
Choose a business structure.
So, you’ve decided to start your own business. Congrats! Now that you’re ready to start the process of forming an LLC in Vermont, it’s important to choose a business structure that works best for you.
There are five primary business structures: sole proprietorship, partnership (including general partnerships and limited partnerships), corporation (C corporations), limited liability company (LLCs) and S corporations. Each has its own advantages and disadvantages—for example, while many people choose to form an LLC because they want some of the liability protection offered by corporate structures without having to actually incorporate as a C corp., this may not be the right choice if you need access to tax benefits like S corps offer but don’t want to be subject to double taxation.
Choose a Vermont registered agent
As you form your Vermont corporation, you’ll need to designate a registered agent. This person or company will be responsible for receiving all official correspondence on behalf of the corporation. The registered agent is not a member of the board of directors, but they may also be an officer (such as secretary).
The registered agent must be located in Vermont and can’t be an employee at another business.
File a Vermont articles of incorporation
Once you’ve chosen the name of your company and prepared all required documents, it’s time to file a Vermont articles of incorporation.
The articles of incorporation are the basic document required of every new business in Vermont. It is filed with the Secretary of State’s office at the state capitol building in Montpelier, but may be filed online as well. The cost to file a Vermont articles of incorporation varies depending on whether you file online or by mail/in person. If you’re looking for more information about filing these documents, visit our section on [How Do I File My Articles Of Incorporation?](../forms/article-of-incorporation-vt).
Appoint a Vermont board of directors
Once you have decided on a board of directors, it’s time to appoint them. The board of directors is different from the board of governors (which we will discuss below). It is comprised of people who are appointed by the shareholders and act as fiduciaries for the corporation. They oversee how your business is run and make decisions regarding what needs to be done in regards to the company’s long-term goals.
You can remove a director from your board at any time if they are not performing their duties properly or not contributing anything positive to your company. You must request that they resign before they can be removed from office; if they refuse, then there are several ways that you can get rid of them through legal action depending on whether or not they have violated their fiduciary duty towards your business.
Create bylaws.
Once you have determined that your business will operate as a corporation, you need to create bylaws. The bylaws are the rules of governance for your company and include such items as:
- Name of the corporation
- Purpose and authority of its board of directors
- Number, qualification and term of directors
- Compensation, indemnification and insurance policies for directors and officers
Hold an organizational meeting
Hold an organizational meeting. This is the first official step to forming your company, and it’s important to remember that you must follow all of the state’s rules and regulations when doing so. The purpose of this meeting is to appoint officers and directors, adopt corporate bylaws (if you want), approve stock certificates, elect managers and directors (if any), hold elections if necessary, adopt a plan of organization (including designations of stock classes), ratify any previous actions taken by one or more incorporators acting without authorization from others involved in organizing the corporation, approve issuance of shares of stock or other securities that may be issued upon formation or amendment of articles under state law (if applicable), adopt initial accounting guidelines for your entity’s books-and-records system; designate someone as custodian for those records; set out processes for record keeping such as recording minutes from meetings held after formation becomes effective; appoint an agent with respect to service of process on behalf also approving indemnification agreements with key parties who have been involved in these activities where necessary before September 1st 2020 based upon their roles within these initial steps taken towards organizing their own business entities.”
Adopt resolutions.
Resolutions are formal statements of the board of directors, shareholders, or members. You may need to adopt resolutions in order to do things such as:
- Incorporate your company
- Amend the articles of incorporation
- Elect officers and directors
- Approve a merger or acquisition
Forming a corporation in Vermont is not too difficult when you follow the steps outlined above.
Before you begin the process of forming a corporation in Vermont, you should have a good understanding of what is required. You will need to pay fees to the state and also register with a registered agent. The registered agent is responsible for receiving official documents on behalf of your company and notifying them when they are received. You will also need to be familiar with any applicable statutes from the state that apply to your business type.
Once you have completed these steps, it’s time to file articles of incorporation with the Secretary of State. This step is completed by filing Articles of Incorporation for Corporations which contains basic information about your corporation such as its name, address, purpose and directors/officers names and titles as well as any additional provisions pertinent for an LLC (Limited Liability Company) or LCC (Limited Liability Company).
Conclusion
Forming a business in Vermont is not too difficult. The process will take some time, but with the right guidance and resources, you can form your own corporation without too much trouble.
