It's easier than you think to incorporate your business in the state of Vermont. SunDoc is here to help as we offer paperwork handling and filing specifically for Vermont incorporations. The following article will outline the steps you'll need to take for this process.

 

Always speak with a licensed professional if you have questions or concerns about your own company's incorporation. While you don't need an attorney in order to incorporate, it's important to get professional help when you need it. 

 

The following article cannot be construed as tax, accounting, or legal advice.

 

Overview

 

Your Articles of Incorporation document is the main thing you'll need to file when incorporating your business in Vermont. Filing comes with a fee.

 

Within your articles and in general, you'll need several pieces of information as well. This includes: the new name and address of your company (the name must be available), the name of your registered agent, the type of corporation you’ve selected, the number of shareholders your new company will have (depending on your corporation type), and the number of shares you'll be authorizing your corporation to issue.

 

You also need to hold your first Board of Directors meeting, where you will appoint your officers and adopt your company bylaws. Bylaws don't need to be filed with the state, and your appointed officers do not need to be put on your Articles of Incorporation.

 

The last basic step is to file the Annual Report with Vermont state. Filing comes with a fee. Your Annual Report will list your company officers and directors. Taxation advice for the state of Vermont can be obtained by consulting a tax attorney or accountant in Vermont.

 

Incorporating

 

The most common type of corporation is the General Stock Corporation, with an unlimited potential number of shareholders. You may choose to be a Close Corporation, setting a limit in the articles on the number of shareholders (not to exceed 35). A Professional Corporation is mandated by Vermont for certain professionals.

 

The forms supplied by Vermont for download meet the minimum requirements of the Vermont Corporations Code, but you can create your own to meet your specific needs. Your attorney may well draw up a document from scratch.

 

To illustrate: the default articles of incorporation limit the corporation to one class of shares. This can be changed in a custom document. Similarly, initial directors can be named in the articles if desired, provided that all directors are included and sign the document.

 

Every corporation must have three officers: President, Treasurer and Secretary. One person can fill all these roles if desired. Generally a Vermont corporation must have a minimum of three directors, except for certain cases where no shares have been issued or the shareholders are less than three. Typically the bylaws will describe the number and limit of directors, unless the articles stipulate this.

 

You can change your Articles of Incorporation or your bylaws if necessary. Articles of Incorporation changes need to be done by filing an amendment with the state of Vermont. A formal meeting of your shareholders and directors needs to be held if you want to amend your bylaws.

 

At every meeting you hold with your corporation, you need to keep minutes. All meeting methods and times should be set forth in your bylaws, in addition to things like the power of your directors. All of this must also be in accordance with relevant Vermont law provisions.

 

A Corporate Records Book is where a corporation stores bylaws, company documents, stock papers and meeting minutes. Corporate Kits are useful compilations of standard documents to run the corporation, customized to your state and including such things as stock certificates, a corporate seal embosser, meeting minutes and such. SunDoc can supply you one if you wish, see our Corporate Kit page.

 

Registered Agent

 

You will need to choose a company or person to be your registered agent. This company or person has to be available at a consistent address at reliable business hours for possible communication from the state. SunDoc offers this service if you are interested.

 

To find out more about registered agents, go to our article: What is a Registered Agent? Why Do I Need One?

 

Name Search

 

Choosing a company name is extremely important. Your name will be rejected if you don't choose one that's available or if you choose one that resembles another business’s name too closely. It's also important that you do not mislead the public with your company name or lead people to deception. Check out other statutory requirements for your name choice as well.

 

The best way to choose a name that is legal, available, and won’t be rejected is to spend some time and effort making the choice. You can rush your own name searches with the State of Vermont, or SunDoc can perform your name availability check or reserve your corporation name for you.

 

EIN

 

You can apply for your EIN by submitting Form SS4 to the IRS, at no charge. SunDoc can apply for this on your behalf also. See our EIN page.

 

Next Steps

 

If you plan to structure your company as an S Corporation, you may want to read our article on C Corporation vs. S Corporation. This article provides general information on the differences between the two corporate tax structures.

 

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