State of Vermont

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Office of the Secretary of State

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A WORLD WIDE WEB PUBLICATION OF THE VERMONT SECRETARY OF STATE
(If you are reading a paper copy of this document, you may find the original at www.sec.state.vt.us)
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A corporation is an entity that has a distinct legal identity. It is treated as a "person" under the law -- in many ways just as if it were a human being.

A corporation may be business or nonprofit, foreign or domestic. Domestic corporations are those originally formed in Vermont, while registered foreign corporations are formed in other jurisdictions and then authorized by our office to do business in Vermont.

Business corporations differ from nonprofit corporations in their organizational structure and in their ability to distribute income or profit to their shareholders, directors and officers.

Certain filing requirements apply to both domestic and foreign corporations. The following questions relate to these basic filing requirements. If you can answer yes to all these questions, you will avoid some of the most common pitfalls and thereby help us avoid unnecessary delays in processing your filing.

• Is the document you are filing typewritten or printed?

• Is it in English? (A corporate name does not need to be in English if written in English letters or in either Arabic or Roman numerals. The certificate of good standing required of a foreign corporation does not need to be in English if it is accompanied by a reasonably authenticated English translation.)

• Has the document been signed?

• Was the document signed by the chair of the board of directors or by an officer of the corporation? If the corporation has not yet been formed or if the directors have not yet been selected, has an incorporator signed the document? If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, has the fiduciary signed the document?

• Has the person who signed the document printed, beneath or opposite the signature, his or her name and a notation of the capacity in which he or she is signing?

• Have you enclosed both an original of the document and one exact or conformed copy?

• Have you enclosed the correct filing fee, and, where appropriate, any penalty you are required to pay?

  Other sections of this guide will discuss additional information that you should provide in connection with particular filings.

  NEXT: ARTICLES OF INCORPORATION(DOMESTIC CORPORATIONS)

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