LLC Annual and Biennial Report Requirements in Vermont

At a glance

Requirements one by one

Periodic report obligation

Vermont requires an annual report filed with the Secretary of State (11 V.S.A. § 4033). Both Vermont LLCs and out-of-state (foreign) LLCs authorized to do business here must file. It is a short informational filing — a name, an address, and an agent — not a tax return, and Vermont LLCs owe no separate franchise tax alongside it.

Frequency and first report

The report is due every year, but Vermont ties the deadline to your fiscal year, not to a fixed statewide date or your formation date. Section 4033(c) requires it "within three months after the expiration of the company's fiscal year." A newly formed LLC files its first report after its first fiscal-year close.

Due date and filing window

Count three months from the end of your LLC's fiscal year (§ 4033(c)). Most LLCs use a calendar fiscal year ending December 31, which puts the deadline at March 31. If your LLC uses a different fiscal year, your deadline shifts accordingly. The information on the report must be "current as of the date the annual report is signed on behalf of the company" (§ 4033(b)).

Filing office and method

File with the Vermont Secretary of State, Corporations Division — online through the state's business filing portal (bizfilings.vermont.gov) or on paper. Section 4033 requires the report to be filed with the Secretary of State and signed on behalf of the company.

Required information

Vermont's report asks for very little. Section 4033(a) lists exactly three items: the company's name and the state or country under whose law it is organized; the address of its designated office; and the name, email, and address of its agent for service of process. The agent-email field is new — it was added by the 2025 amendment (2025 Act 10, effective July 1, 2025). Notably, Vermont does not ask an LLC to list its members or managers on the annual report.

Filing fee and related charges

The fee is $45 for a Vermont (domestic) LLC and $170 for a foreign LLC (11 V.S.A. § 4007(a)(15)–(16), as of July 16, 2026). If an LLC is later terminated for not filing, bringing it back costs a $35 reinstatement fee for each missed year (§ 4007(a)(17)), on top of the annual-report fee itself. No franchise or income tax is bundled into the report.

Late fee and delinquency

Vermont does not run a daily late-fee meter. Its approach is blunter: under § 4034(a)(1), "the articles of organization of a limited liability company that fails to file an annual report ... shall terminate." A terminated LLC loses its authority to operate, and § 4034 makes a lawsuit by or against a terminated company "subject to dismissal" unless the company reinstates. In other words, in Vermont a missed annual report does not just cost a late fee — it can end the entity.

Dissolution, reinstatement, and cure

Termination is the flip side of reinstatement. When an LLC fails to file, its articles of organization terminate (§ 4034(a)(1)); a foreign LLC's certificate of authority terminates, and the Secretary of State notifies it (§ 4034(a)(2)). To restore the entity, the LLC files its overdue annual report "together with the annual report filing fee and the reinstatement fee for each year the company failed to file" (§ 4034(a)(3)). The reward for fixing it is meaningful: reinstatement "relates back to and takes effect as of" the termination date (§ 4034(b)), so the LLC is treated as though it never lapsed. One hard outer limit protects the name: an LLC "shall lose the right to retain its name" if the report stays unfiled for more than five years after its due date (§ 4034(c)).

What trips people up

• The deadline follows your fiscal year, not your formation date. Section 4033(c) sets it at three months after fiscal-year end — March 31 for a calendar-year LLC, different if you use a fiscal year that ends in another month.
• A missed report terminates the LLC, not just dings it. Vermont has no gentle "delinquent but alive" status for a non-filer; § 4034(a)(1) says the articles "shall terminate." Reinstatement is available, but the entity is genuinely terminated in the meantime.
• Reinstatement is priced per missed year. Section 4034(a)(3) requires the annual-report fee and a $35 reinstatement fee "for each year" you failed to file — so the longer the lapse, the more it costs to come back.
• You have five years to protect the name. Reinstatement relates back and preserves the entity, but let the report sit unfiled for more than five years past its due date and § 4034(c) lets the LLC lose the exclusive right to its name.

Common questions

When is my Vermont LLC's annual report due? Within three months after your LLC's fiscal year ends (§ 4033(c)). For the usual December 31 fiscal year, that means by March 31.

How much does it cost? $45 for a Vermont LLC, $170 for a foreign LLC (§ 4007(a)(15)–(16)). Reinstatement, if you are ever terminated, is $35 per missed year (§ 4007(a)(17)).

What actually happens if I don't file? Your LLC's articles of organization terminate under § 4034(a)(1). The entity loses its authority, and pending litigation can be dismissed until you reinstate.

Can I get a terminated Vermont LLC back? Yes — file the overdue report with the annual-report fee and the $35-per-year reinstatement fee (§ 4034(a)(3)). Reinstatement relates back to the termination date (§ 4034(b)), and your name is protected unless the report has been unfiled for over five years (§ 4034(c)).

Statutes and sources

• 11 V.S.A. § 4033 — LLC annual report: contents (name/jurisdiction, designated office, agent with email), the "current as of signing" rule, and the three-months-after-fiscal-year-end deadline. Amended by 2025 Act 10 (eff. July 1, 2025). https://legislature.vermont.gov/statutes/section/11/025/04033 (accessed 2026-07-16)
• 11 V.S.A. § 4007(a) — Secretary of State fee schedule: $45 domestic LLC annual report, $170 foreign LLC annual report, $35 reinstatement. https://legislature.vermont.gov/statutes/fullchapter/11/025 (accessed 2026-07-16)
• 11 V.S.A. § 4034 — involuntary termination for a missed annual report, reinstatement (report plus per-year fees, relation back), and loss of the name after five years. https://legislature.vermont.gov/statutes/fullchapter/11/025 (accessed 2026-07-16)