State of VermontOffice of the Secretary of State
State of Vermont
Any individual doing business in Vermont under a name other than his or her own must register that name with our office (form available). All associations and partnerships also must register, as must corporations wishing to do business under a name other than the name granted by their certificate of authority or incorporation.Limited partnerships need not register their names separately unless they wish to do business under a name other than that shown on their limited partnership certificate. A validly registered business name may not register another business name, nor may a foreign corporation register a business name if the foreign corporation is not authorized to do business in Vermont itself by the issuance of a certificate of authority.
Using your own first and last names, however, does not require registration. For example, "John Smith, Contractor," need not be registered; "Smith Construction" must be.
After receiving your application, we review it for form. The application will be denied if the name is the same as, deceptively similar to, or likely to be confused with or mistaken for the business name of any existing, validly registered corporation, partnership or association.
To avoid unnecessary expenditures, do not commit yourself to signs, stationery or other items on which your business name will appear until you learn whether the business name is available.
To save yourself time, you may wish to propose two or three alternative names on your application, in case your first choice is rejected.
A trade name may not include the words "Company," "Corporation," "Incorporated," or "Limited," or any abbreviation of these words, since these words could mislead the public into thinking they were dealing with a corporation.
You may e-mail our office at biz@sec.state.vt.us in advance of submitting your application and request a preliminary name search to determine whether the name you wish to use has been registered or reserved by another business and whether the name meets the standard.
While we will be happy to conduct this search for you, please remember that it is merely a preliminary search and provides no assurance that the name will not have been taken when your application is processed.
You also should be aware that registration does not guarantee you the right to the name if the name was being used by another person at the time of your registration.
Under the common law, a person claiming a pre-existing, established use of the name may challenge your right to register and use the name.
You may reserve a business name by completing the appropriate application and paying the fee of $10. This will give you rights to the reserved name for 120 days. These rights may be transferred to another by filing with us a notice of such transfer.
If we deny your business name request because it is the same as or deceptively similar to another business name and you believe that the person who has registered the name is not doing business under that name, you may ask us to determine whether the business that interferes with your proposed name is actually doing business or taking steps to do business in Vermont.
We will then give notice and an opportunity for a hearing to the registrant of the name, and may terminate the registration if the name is not actively in use or about to be used for a Vermont business.
The fee for an application for a trade name is $20.
The application must include the notarized signature of the applicant or applicants.
Each nonresident business, whether doing business as an individual, as a copartner, or as a member of a copartnership or association, must also appoint, in writing, a process agent, upon whom process may be served if an action is filed against your business and that action is based on a liability incurred by the business in Vermont.
The agent must have an office or place of business in and must reside in the town in which the principal office of the nonresident is located.
We also need to know the date business began or is to begin. The law requires that the application be filed no later than 10 days after commencement of business.
The penalty for not filing can include a fine of up to $100 and an injunction, or a prohibition against instituting any proceedings in Vermont for the enforcement of any right or obligation until you register.
Registration grants a 10-year license to the applicant to use the business name. The name must be reregistered within 60 days following the end of that 10-year period. The fee for reregistering is $10. If you fail to reregister during that grace period, another applicant may apply for and take your business name.
Ten years is a long time, and the 10-year renewal application reminding you to reregister will be sent to the most recent address you have given us. To ensure that we know where to send your reregistration application, please remember to send us notice of any change of address for your business.
After your business ceases, after you decide to change or sell your business name, or after you decide to incorporate, you must file a certificate of cessation within 10 days of the event. The fee for filing with our office $10.
Although more than one individual may have been involved in the original application, the certificate of cessation may be signed by a single individual.
Whenever any member of a partnership or association withdraws from the business, and the remaining members want to continue to use the business name on their own without interruption, the remaining partners or members must file a certificate duly signed and sworn by them setting forth the facts and the date of the withdrawal. This certificate must be filed within 30 days of the member's withdrawal.
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