State of VermontOffice of the Secretary of State
State of Vermont
Amendments
Foreign corporations may continue to be organized according to the laws of their original jurisdictions.
For that reason, the Vermont law relating to foreign corporations is more circumspect than the law relating to domestic corporations.
However, when a foreign corporation changes its name, the period of its duration, or the state or country of its incorporation, it must amend its certificate of authority.
The process for amendment is identical to the process of initial application to do business in Vermont, including submittal of a current certificate of good standing from the home jurisdiction. This fee is $25.
Annual Reports
Each foreign corporation authorized to do business in Vermont must file an annual report with our office within two and a half months after the close of the corporate fiscal year, along with a fee of $100.
Failure to file this form will result in the termination of your Certificate of Authority, so it is an all-important requirement. Notice will be mailed to your registered agent when the report is due. If you include a self-addressed stamped envelope and a duplicate copy of your report we will return your endorsed copy to you.
If you fail to file your report within this period, we will notify you that the corporation's authority has been involuntarily terminated; its ability to transact business lawfully in Vermont will cease on the date shown on the termination notice.
You will have to file for reinstatement before you can resume doing business in Vermont as a foreign corporation.
Reinstatement involves payment of the $100 fee for filing each delinquent annual report plus a fee of $25 for each year the annual reports are delinquent.
After five years' delinquency, the corporate name becomes available to any qualified business entity that wants to use it.
Once the corporation's authority is reinstated, however, the reinstatement relates back to and takes effect as of the effective date of the involuntary termination.
Withdrawals
Under Vermont law, foreign corporations do not dissolve; they withdraw. Upon receiving an application to withdraw and a fee of $5, we issue a certificate of withdrawal.
NEXT: SPECIAL TRUSTEE PRIVILEGES (FOREIGN CORPORATIONS)