LLC Administrative Dissolution and Involuntary Termination in Vermont
At a glance
| Law, agency and LLC scope | 11 V.S.A. §§ 4033–4034; domestic LLC articles terminate for missed annual report; Secretary of State handles reinstatement. |
|---|---|
| Grounds and trigger dates | Annual report due within 3 months after fiscal-year end; failure to file terminates domestic articles (§§ 4033(c), 4034(a)(1)). |
| Agency notice | § 4034(a)(1) states domestic articles terminate; (a)(2) directs Secretary to notify a foreign LLC of its certificate termination. No domestic advance notice stated. |
| Cure or response window | No advance domestic cure or contest window in § 4034(a)(1); after termination, file each missing report and pay report and reinstatement fees for each missed year (§ 4034(a)(3)). |
| Action and effective date | Domestic articles “shall terminate” on report failure; § 4034 states no separate domestic certificate or fixed termination date; reinstatement relates back to the effective termination date (§ 4034(a)–(b)). |
| Status, activity and service | § 4034(d) preserves designated-agent authority, pending proceedings, member/manager limited liability, and validity of interim acts; it does not state general operating powers. |
| Special routes and effects | § 4034(a) addresses annual-report termination; its express post-termination notice is for foreign LLCs, while (d)(3) preserves the designated agent. |
| Route back and limits | File overdue annual reports and pay each year’s report and reinstatement fees; Secretary reinstates articles, retroactive to termination; name retention ends if still unfiled after 5 years (§ 4034(a)–(c)). |
Requirements one by one
Report default and termination
Under 11 V.S.A. § 4033(c), the annual report is due “within three months after the expiration of the company’s fiscal year.” Section 4034(a)(1) says the domestic LLC’s articles shall terminate if it fails to file that report. It does not make a late filing alone into an agency-issued dissolution certificate.
Status after termination
Section 4034(d) expressly keeps a pending proceeding from abating and preserves the designated agent’s authority, members’ and managers’ limited liability, and the validity of acts during the period before reinstatement. It does not set out a general permission to carry on ordinary activities while terminated.
Reinstatement
Section 4034(a)(3) directs the Secretary of State to reinstate the articles when the company files the missing annual report and pays the report filing fee and reinstatement fee for each year it failed to file. Under subsection (b), effective reinstatement relates back to the termination as if it had not occurred.
What trips people up
The notice rule in § 4034(a)(2) names a foreign LLC’s terminated certificate of authority. The domestic provision in (a)(1) states termination of its articles without an advance notice, contest period, or separate dated certificate. Subsection (b) refers to an effective termination date but does not calculate it. Check the Secretary of State’s record for a particular LLC.
Common questions
Can someone sue the LLC after termination?
Section 4034(d)(1) allows a proceeding to be commenced in the LLC’s name, but says it is subject to dismissal unless the company reinstates. A proceeding already pending at termination is not abated or suspended by that event under subsection (d)(2).
How long does the LLC keep its name?
If the report remains unfiled more than five years after its due date, § 4034(c) ends the company’s right to retain the name. That is a name-retention rule, separate from the report-and-fee reinstatement route.
Statutes and sources
- 11 V.S.A. § 4033 — “The annual report shall be delivered to the Secretary of State within three months after the expiration of the company’s fiscal year.” Vermont Legislature, Chapter 25. Accessed 2026-09-26.
- 11 V.S.A. § 4034 — “The articles of organization of a limited liability company that fails to file an annual report required by section 4033 of this title shall terminate”. Vermont Legislature, Chapter 25. Accessed 2026-09-26.
Source links
Every statute quoted above, linked, with the date we checked it.
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