Domestic LLC Formation Filing Requirements in Vermont
At a glance
| Governing law and filing record | Vermont Limited Liability Company Act, 11 V.S.A. ch. 25; Secretary of State Articles of Organization for an ordinary domestic LLC (§§ 4022–4023) |
|---|---|
| Organizer and signature | One or more organizers; need not be members at formation or later. List each organizer name/address; signer states name/capacity and affirms accuracy under perjury penalty (§§ 4022(a), 4023(a)(4), 4025) |
| Required entity and purpose terms | Distinguishable name with LLC designator; state if no members at filing and whether company is an L3C. No ordinary purpose or duration term; lawful purpose and perpetual duration are statutory defaults (§§ 4005, 4011(b)–(c), 4023(a)) |
| Addresses and service fields | Initial designated-office address, which may be outside Vermont; agent name, email, Vermont street and mailing addresses. Agent designation attests consent (§§ 4007, 1655, 4023(a)(2)–(3)) |
| Management and owner disclosure | No management election or required manager/member list. Articles may optionally give name, email, and address for owners, officers, or other principals (§ 4023(b)(2)) |
| Optional and restricted provisions | May add operating-agreement provisions and other lawful matters; cannot vary § 4003(b)'s nonwaivable rules. Agreement controls insiders; articles control detrimental outsider reliance (§ 4023(b)–(c)) |
| Filing method, fee, and attachments | Online Business Service Center; paper form by request. $155; paper statute calls for signed original plus duplicate, with electronic equivalents allowed (§§ 4012(a)(1), 4026(a), (f); SOS) |
| Formation and effective date | Existence begins when articles are filed unless delayed; stated time or delayed date/time allowed, capped at 90 days. No-time delayed date is 12:01 a.m. (§§ 4022(b), 4026(d)–(e)) |
| Publication and initial follow-up | No formation publication or proof filing. First $45 annual report due within three months after the first fiscal-year end; then annually (§§ 4012(a)(15), 4033) |
Requirements one by one
Organizer and formation record
Under 11 V.S.A. § 4022(a), one or more persons may organize the LLC, and an organizer need not be a member at formation or afterward. The articles list every organizer's name and address. The initial organizer signs, states name and capacity next to the signature, and affirms the filing's accuracy under penalty of perjury (§ 4025).
Required and optional public information
Section 4023 requires the name, initial designated-office address, initial agent's name and street address, every organizer, a statement if the company has no members at filing, and whether it is an L3C. The ordinary name uses the designator and distinguishability rules in § 4005(a)-(b). Current § 1655(a) separately requires agent name, email, and address information; current Secretary of State guidance calls for Vermont street and mailing addresses.
The articles may include operating-agreement provisions and other matters not inconsistent with law, but § 4003(b) supplies nonwaivable limits that the articles cannot vary. If the articles and operating agreement otherwise conflict, the agreement controls for insiders while the articles protect a non-insider who detrimentally relied on them.
The current articles list does not require a duration, management election, initial-manager list, or member-liability election. Under § 4011(b), an ordinary LLC has any lawful purpose, and subsection (c) gives it perpetual duration by default. Section 4023(b) allows optional owner, officer, or principal information and other lawful provisions.
Filing method and effective date
Under § 4012(a)(1), the Secretary of State lists a $155 filing fee. Its current filing page directs most filings to the Online Business Service Center; paper forms are available by request. For a paper filing, § 4026(a) calls for a signed original and a signed, photocopied, or conformed duplicate. Subsection (f) allows electronic originals, endorsement, and duplicate delivery.
Unless delayed, the LLC exists when the articles are filed (§ 4022(b)). Section 4026(d)-(e) permits a stated effective time or delayed date and time. A delay beyond day 90 is cut back to day 90; a delayed date without a time takes effect at 12:01 a.m.
First annual report
Vermont has no formation-publication or proof-of-publication filing. The first follow-up is the annual report required by § 4033(a). It is due within three months after the LLC's fiscal year ends and currently costs $45.
For a calendar-year LLC formed in July 2026, the first fiscal year ends December 31, 2026, making the first report due by March 31, 2027.
What trips people up
- A member is not required at the instant of filing. If the company has no members then, § 4023(a)(5) requires the articles to say so. That is different from the organizer rule: an organizer never has to become a member.
- The L3C field remains part of the required list. An ordinary LLC answers that it is not an L3C; an L3C is a separate low-profit structure outside this page's ordinary-LLC scope.
- The designated office and agent addresses do different jobs. The designated office need not be in Vermont (§ 4007), but the agent must satisfy § 1655's Vermont-resident or Vermont-place-of-business rule.
- Older-looking formation fields can be misleading. Current § 4023 does not require term, management, initial-manager, or member-liability elections.
Common questions
Can a corrected filing keep its original delivery time?
Sometimes. Under § 4026(b), a document later found conforming—or brought into conformance within 20 days after notice—can be treated as filed when it was delivered. If the requirements are not satisfied in that window, subsection (c) says the document is not filed.
What does the Secretary's filing establish?
Section 4022(c) makes filing conclusive proof that the organizers satisfied the conditions precedent to creating the organization.
Statutes and sources
- 11 V.S.A. §§ 4005, 4011, and 4012 — name, lawful-purpose and perpetual- duration defaults, and the $155/$45 fees. http://legislature.vermont.gov/statutes/section/11/025/04005 (accessed 2026-07-29)
- 11 V.S.A. §§ 4022 to 4023 — organizers, existence, and required and optional articles provisions. http://legislature.vermont.gov/statutes/section/11/025/04023 (accessed 2026-07-29)
- 11 V.S.A. §§ 4007 and 1655 — designated office and current agent information, eligibility, and consent. http://legislature.vermont.gov/statutes/section/11/015/01655 (accessed 2026-07-29)
- 11 V.S.A. §§ 4025 to 4026 — signer, perjury affirmation, paper/electronic filing mechanics, and effective-date options. http://legislature.vermont.gov/statutes/section/11/025/04026 (accessed 2026-07-29)
- 11 V.S.A. § 4033 — annual report and three-month deadline. http://legislature.vermont.gov/statutes/section/11/025/04033 (accessed 2026-07-29)
- Vermont Secretary of State Business Filings and Fees — online preference, paper forms by request, and current filing fees. https://sos.vermont.gov/business-services/fees-statutes (accessed 2026-07-29)
Source links
Every statute quoted above, linked, with the date we checked it.
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