State of VermontOffice of the Secretary of State
State of VermontA corporation's existence begins with the issuance of a certificate of incorporation by our office -- the final step in a process that begins when one or more incorporators sign and deliver to our office articles of incorporation, together with the $75 filing fee.Any individual who is at least 18 years old may act as an incorporator. He or she is not required to be a Vermont resident.
The articles must contain certain information, including the corporation's name, the street address of the registered office, the name and address of the registered agent, information concerning shares of stock the corporation will be authorized to issue, and the name and address of each incorporator.
The articles may be completed by using the form available for that purpose or another document giving the same information.
We will review your documents to ensure that all necessary information has been included, and that certain statutory standards have been met. If the document is complete, we will issue a certificate of incorporation and your corporation's existence will begin.
Names People who go into business sometimes discover that the name they seek to register is not available. Unfortunately, they often discover this problem only after signs have been painted, ads have been placed, brochures have been printed and contracts have been signed.
To avoid this expensive and needless problem, please do your paperwork with our office first.
To be approved, the name you seek must not be the same as, "deceptively similar" to, nor "likely to be confused with or mistaken for" the registered or reserved name of any other domestic or foreign business entity authorized to do business in this state. (11a V.S.A. 4.01) We recognize that reasonable people may disagree with our judgment, for many of these determinations are inherently subjective, but the law requires us to judge and we try to be as fair as possible.
The articles also must be rejected if your proposed name does not include the word "incorporated," "company," "corporation," or "limited," or similar words in another language, or an abbreviation of one of these terms. Nor may the name include the word "cooperative," or any abbreviation of that word, unless the corporation is organized as a worker marketing or housing cooperative corporation, or unless the articles contain all of the provisions required of a corporation organized as a cooperative association.
You may reserve a corporate name for a period of 120 days by filing an application for that purpose and paying a fee of $20. Once your name has been reserved, the reservation my be renewed twice. You may transfer the right to the exclusive use of your reserved corporate name to another person by filing a written notice and paying a $5 fee.
Registered Office and Agent The articles of incorporation must include the address of the corporation's initial registered office in Vermont and the name and address of its initial registered agent. The address must be either a street address or, if there is none, the rural route number and box number, if any. The registered office may be the same address as any of the corporation's places of business in Vermont.
The registered agent is the person upon whom any process, notice or demand required or permitted by law to be served upon the corporation may be served. The agent may be
- An individual who resides in Vermont and whose business office is identical with the registered office; or
- A registered business or nonprofit, foreign or domestic corporation in good standing, having a business address that is identical with that of the registered office.
Whenever the registered agent, the agent's address, or the address of the registered office changes, you must file with us a statement of change of agent or office and pay a fee of $5.
Corporate Purpose
The corporate purpose may, but need not, be specified in the articles. Unless the articles provide for a more limited purpose, the corporation will be authorized to engage in any lawful business.
Corporations engaged in certain types of businesses are regulated by specific state agencies, and must receive prior approval from those agencies before we may accept their articles. For example, incorporation of banks, savings and loan associations, credit unions, other financial institutions, and insurance companies must be approved by the Department of Banking, Insurance, and Securities. Railroad companies must be approved by the Transportation Board, utility companies by the Public Service Board.
Directors
Either the articles of incorporation or the corporation's bylaws must provide for a board of directors consisting of at least three directors, unless the corporation is a close corporation that has dispensed with a board of directors.
However, if the corporation has fewer than three shareholders, the corporation must have as many directors as it has shareholders.
A director must be an individual, but he or she is not required to be a resident of Vermont unless the articles or bylaws require residency. A director does not have to be a shareholder of the corporation.
Shares
Shares represent ownership interests in the corporation. Certain information concerning shares must be included in your articles of incorporation. At a minimum, your articles must state:
- The number of shares the corporation is authorized to issue.
- The classes of shares, if any, and the number of shares in each class that the corporation is authorized to issue.
- One or more classes of shares that together have unlimited voting rights.
- The class or classes of shares that together are entitled to receive the net assets of the corporation upon dissolution.
If your original articles do not include provisions relating to the preferences, limitations, and relative rights of a class of shares, you must amend your articles to include this information before issuance of these shares.
Do not issue shares in amounts greater than you are authorized to issue; you may always amend your articles if additional shares are required.
As a general rule, a corporation may acquire its own shares, and the reacquired shares will be considered authorized but unissued shares. However, if the articles prohibit reissuance of acquired shares by the corporation, the number of authorized shares will be reduced by the number of shares the corporation acquired. When this happens, the board is required to file articles of amendment with our office. The articles of amendment must set out the number by which the shares were reduced and the new total number of shares that are authorized, itemizing each by class and series. The amendment may be made without shareholder action.
Additional Provisions
The preceding sections focus on the information you are required to or are likely to want to include in your articles of incorporations. You may include additional information, such as the following:
- The names and addresses of the members of the initial board of directors.
- Provisions relating to management and regulation of the affairs of the corporation.
- Provisions that define, limit or regulate the powers of the corporation, its board of directors or its shareholders.
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