Corporation Reinstatement and Revival Requirements in Vermont
At a glance
| Eligible inactive status | Domestic business corporation involuntarily terminated for failure to file the annual report required by § 16.22; the reinstatement route in § 14.20 is limited to that default |
|---|---|
| Filing window | No outside reinstatement cutoff stated. After 5 years from the missed report's due date, the corporation can lose the right to retain its name if another corporation files for that name (§ 14.20(a), (c)) |
| Application or certificate contents | No separate reinstatement application: file each required annual report with entity/jurisdiction, registered office and agent name/email, principal office, directors, and policy-making officers (§§ 14.20(a), 16.22(a)) |
| Reports, taxes, fees, and penalties | For each missed year, file the annual report and pay its $60 fee plus a $50 reinstatement fee. No tax-clearance certificate or separate penalty is stated in this route (§§ 1.22(a)(17), (d), 14.20(a)) |
| Name and registered-agent cure | Report must state current agent/office information; a separate agent change may be needed. If another corporation takes the name after 5 years, use the ordinary articles-amendment route, currently $50 (§§ 1.22(a)(8), 10.03, 10.06, 14.20(c), 16.22) |
| Approval and signature | Annual report is executed by the board chair or any officer, who signs and states name/capacity. No seal, secretary attestation, acknowledgment, verification, or proof is required (§ 1.20(f)-(g)) |
| Filing office and method | Vermont Secretary of State, Online Business Service Center. All annual-report filings are completed online; a paper-check payer selects the portal's print-and-mail option (official annual-report guidance) |
| Fixed filing fee and expediting | $110 per missed year: $60 annual-report fee plus $50 reinstatement fee. A needed articles amendment is $50. No expedite tier is listed in the current official fee schedule (§ 1.22(a)(8), (17), (d); fee schedule) |
| Legal effect and third parties | Relates back to the termination date as if termination never occurred. Termination does not bar a suit against the corporation, suspend a pending case, or end registered-agent authority; no separate reliance exception is stated (§ 14.20(b), (d)) |
Requirements one by one
Use the annual-report route, not a generic dissolution application
Current 11A V.S.A. § 14.20 applies when a domestic business corporation is involuntarily terminated for failing to file the annual report required by § 16.22. It does not prescribe a general reinstatement application for tax, registered-agent, judicial, or voluntary-dissolution problems. The charter is reinstated when the terminated corporation files the missing report and pays the required charges.
The annual report identifies the corporation and jurisdiction, registered office, registered agent and email, principal office, directors, and the president, secretary, treasurer, and other policy-making officers. Its information must be current when executed.
File and pay for every missed report year
Under § 1.22(d), the Secretary of State charges the annual-report filing fee and a $50 reinstatement fee for each year the corporation failed to file. The current domestic report fee is $60, so the statutory total is $110 per missed year. This is not a single $110 charge regardless of how long the corporation has been terminated.
Use an authorized corporate signer
Under § 1.20, the board chair or any officer may execute the report. The signer states a name and capacity. A corporate seal, secretary attestation, acknowledgment, verification, and proof are optional rather than mandatory.
Complete the filing online
The Secretary of State directs annual-report filers to the Online Business Service Center, where the filer selects “File your Annual/Biennial Report” and updates the required information. The filing itself must be completed online. A filer who wants to pay by paper check uses the portal's print-and-mail option at the eCheck screen.
What trips people up
Five years affects the name, not the reinstatement deadline
Section 14.20 states no outside reinstatement cutoff. But if the annual report remains unfiled for five years after it was due, the corporation loses its right to retain the old name when another domestic or foreign corporation files articles requesting that name. Section 14.20 does not supply a special replacement-name shortcut. A needed articles amendment follows the ordinary board/shareholder and filing rules in §§ 10.03 and 10.06 and currently costs $50.
The current fee is not $35
The current statute and Secretary of State schedule both set the reinstatement fee at $50 for each missed annual-report year, in addition to that year's $60 report fee. Confirm the portal-generated total against the number of missing years before paying.
Common questions
Does reinstatement relate back?
Yes. Section 14.20(b) makes reinstatement effective from the termination date as if the termination never occurred. The same section says termination does not block a proceeding against the corporation, suspend a pending case, or end the registered agent's service authority.
Is a tax-clearance certificate required?
No tax-clearance certificate appears in § 14.20's missed-report route. That does not eliminate a separate Vermont tax or license obligation outside the corporation filing.
Can the annual report update the registered agent?
The report states current office and agent information, and § 16.22(e) directs the Secretary of State to update specified business information from the report. Use a separate filing if the online workflow says the requested agent change cannot be completed through the report.
Statutes and sources
- 11A V.S.A. § 14.20, current official text accessed 2026-08-02: missed-report termination, reinstatement, relation back, five-year name rule, proceedings, and registered-agent authority.
- 11A V.S.A. §§ 1.20 and 1.22, current official text accessed 2026-08-02: execution, optional formalities, delivery, per-year report and reinstatement charges, and amendment fee.
- 11A V.S.A. §§ 10.03 and 10.06, current official text accessed 2026-08-02: ordinary articles-amendment authorization and filing contents.
- 11A V.S.A. § 16.22, current official text accessed 2026-08-02: annual-report contents, currency date, due date, and record updates.
- Vermont Secretary of State annual-report guidance and fee schedule, accessed 2026-08-02: online route, paper-check option, and current listed charges.
Source links
Every statute quoted above, linked, with the date we checked it.
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