State of VermontOffice of the Secretary of State
State of VermontOnce the initial filings are completed and we have approved your articles of incorporation, there will be other times when filings are required.
Annual Reports
You must file an annual report with us within two and a half months after the close of the corporate fiscal year. Failure to file this form will result in the termination of your corporate charter, 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.
There is a $15 fee for filing annual reports of domestic corporations.
If you fail to file your report within this two and a half month period, the corporation will become dormant and unable to legally function. We will notify you that the corporation has been involuntarily terminated. You then will have to file for reinstatement before you can act again as a corporation.
The law provides: "When a corporation has been involuntarily terminated for failure to file its annual report, the secretary of state shall collect, for each year the corporation failed to file its annual report, the annual report filing fee and a reinstatement fee of $25." 11A V.S.A. 1.22(d).
If you fail to file for five years, your corporate name becomes available to anyone who wants to use it. Once a corporate charter is reinstated, however, the reinstatement relates back to and takes effect as of the effective date of the involuntary termination.
Corrected Documents
A corporation may correct a document filed with us if the document is incomplete, contains incorrect information or was defectively signed.
Amendment of Articles of Incorporation
Certain types of amendments to articles of incorporation may be made by the board of directors (see below). Otherwise, if a corporation decides to amend its articles, the process begins with a recommendation by the board of directors that a proposed amendment be adopted and a directive by the board that the proposal be submitted to a meeting of the shareholders at an annual or special meeting.
Each shareholder of record then receives notice of the proposal. Included in the notice is a copy or summary of the amendment. A meeting of the shareholders is then held. As a general rule, the proposal must be approved by a majority of the votes entitled to be cast on the proposal.
If the proposal is adopted, the articles of amendment (form available) must be filed with our office, together with a fee of $25. An endorsed copy of the articles of amendment will be mailed to you. The amendments are effective as of the date the document was accepted for filing.
A corporation that has not issued any shares may amend its articles by a majority vote of its incorporators or its board of directors at any time after the date of incorporation.
Amendments by the incorporators or the board without shareholder approval must be filed with our office, together with a statement that shareholder action was not required.
Restated Articles of Incorporation
Sometimes a corporation's directors will prefer to file restated articles of incorporation that include all amendments to the articles, rather than to pass an amendment by itself.
If the restated articles include an amendment that would require shareholder approval, the restatement must be adopted as if it were an amendment needing shareholder approval, using the process outlined above.
Restated articles must be filed with our office, together with a $25 fee. Upon receipt, we will mail you an endorsed copy of your restated articles, which will supersede your original articles of incorporation.
Merger or Share Exchange
When two or more corporations merge into one corporation or one corporation acquires all the outstanding shares of one or more classes or series of shares of another corporation, the process begins with adoption of a plan of merger or share exchange by each board of directors.
Generally, each corporation must approve the plan and, within each corporation, each voting group entitled to vote separately on the plan must approve it by a majority of all the votes entitled to be cast on the plan by that voting group.
Under certain situations, however, approval of a plan of merger by shareholders of the surviving corporation is not required. Once the plan is approved, the surviving or acquiring corporation must file articles of merger or exchange with our office, together with a $50 filing fee.
Articles of Dissolution
When a corporation decides to dissolve, only one filing with our office is required.
Prior to the issuance of shares or commencement of business, dissolution may be accomplished by vote of a majority of the incorporators or initial board of directors.
After shares are issued or business is begun, in most cases dissolution must be recommended by the board and approved by a majority of all the votes entitled to be cast on the proposal, unless the articles or the board of directors requires a greater vote or a vote by voting groups.
The articles of dissolution are filed with us, along with a fee of $5.
Among other information, the articles of dissolution must include statements as to settlement of the corporation's debts, the distribution of its property, and the status of pending litigation.
The corporation will be dissolved as of the effective date of its articles of dissolution. After filing articles of dissolution, you may want to obtain a tax clearance from the Vermont Department of Taxes to protect the corporation from further tax liability.
A corporation may abandon its dissolution efforts within 120 days of the effective date of its articles of dissolution by filing articles of revocation of dissolution. The fee for this filing is $5.
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