State of VermontOffice of the Secretary of State
State of Vermont
This guide explains the major business registry functions of our office:New additions to this guide include a section on limited liability companies (LLCs), a new type of business entity that became available as of July 1, 1996; and a short guide to non-profits and the new non-profit statute, effective January 1, 1997.
- The issuance of domestic corporate charters for business, nonprofit and professional corporations.
- The issuance of certificates of authority for foreign business and nonprofit corporations.
- The registration of business and trade names.
- The registration of trademarks.
- To view business registry data, you may telnet to our on databases (if you have the appropriate software). Log in as "public" (lower case, no quotation marks). If you have difficulty telneting, please review our instruction page.
This guide does not cover the filing of financing statements under the Uniform Commercial Code.
This guide also does not cover the filing of limited partnership certificates. As of July 1, 1996, those certificates must be filed with our office; they will no longer be filed with municipal clerks.
In 1993, the General Assembly revised Vermont's code for business corporations. We urge you to carefully review Title 11A of the Vermont Statutes Annotated before you make any filings; it contains significant changes in filing requirements as well as the substantive law for domestic and foreign business corporations.
We do not recommend your relying on this guide to decide which form of business organization you ought to use or whether you should amend your articles to take advantage of the provisions of the new code.
The needs of your business and the tax consequences that will result from the form of business you choose should direct you to the appropriate form. We urge you to consult an attorney, an accountant, or both, in reaching this decision.
You should also note that the professional corporation is the only business corporate form available to members of certain professions for the provision of personal services. Although most of the provisions relating to general corporations apply to professional corporations as well, there are some requirements that are unique. These provisions are covered separately in this guide.
If you decide to do business in Vermont as a sole proprietorship under a name other than your own, or as a partnership, limited partnership or association you will need to file with our office.
If you decide to do business in Vermont as a sole proprietorship under your own name, you do not need to register with us.
In all cases, if you will be selling goods or will have employees, you also should seek advice from the Vermont Department of Taxes and the Department of Employment and Training.
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