Nonprofit Corporation Administrative Dissolution and Reinstatement in Vermont

At a glance

Requirements one by one

Grounds for the Secretary's proceeding

11B V.S.A. § 14.20 sets separate default periods. Fee and biennial-report failures use 60 days after the due date; agent or office absence uses 60 days; failure to report an agent or office change, resignation, or discontinuance uses 120 days. The Secretary “may commence a proceeding” when a ground exists.

Notice and cure

Section 14.21(a) requires a written determination served under § 5.04, which points to 11 V.S.A. § 1656. The latter preserves service through the appointed agent and makes the Secretary the service agent when an appointed agent is missing or cannot reasonably be found. It states receipt, return-receipt, and five-day mailing rules for when service becomes effective. The corporation has “at least 60 days after service of the notice is perfected” to correct or disprove the grounds.

Status and winding up

The Secretary's certificate supplies the dissolution's effective date. A public benefit corporation also triggers written notice to the Attorney General. Under § 14.21(c), existence continues for winding up, liquidation, and claimant notice. Section 14.05 adds concrete permitted tasks, including preserving assets, minimizing liabilities, and making provision for obligations.

Restoration and review

Section 14.22 requires the application to identify the corporation and dissolution date, explain that the grounds did not exist or were eliminated, and state name compliance. Approval cancels the dissolution certificate and leads to a filed and served reinstatement certificate. The statute charges “$25.00 for each year the corporation is delinquent.”

Section 14.23 gives a denied applicant 90 days after perfected service to petition the Superior Court of Washington County. The petition attaches the dissolution certificate, reinstatement application, and denial notice.

What trips people up

Asset distribution affects eligibility: § 14.22(a) limits this reinstatement route to a dissolved corporation that “has not distributed its assets.” The statute's relation-back rule does not remove that application condition.

Common questions

Does dissolution stop a pending lawsuit?

No. Section 14.05(b)(5) says it does not abate or suspend a proceeding pending by or against the corporation on the dissolution date.

Does dissolution itself change ownership of corporate property?

No. Section 14.05(b)(1) says dissolution does not transfer title to the corporation's property.

Statutes and sources

• 11B V.S.A. § 14.20 — “The Secretary of State may commence a proceeding under section 14.21 of this title to administratively dissolve a corporation if: (1) the corporation does not pay within 60 days after they are due fees imposed by this title; (2) the corporation does not deliver its biennial report to the Secretary of State within 60 days after it is due; (3) the corporation is without a registered agent for service of process or registered office in this State for 60 days or more; or (4) the corporation does not notify the Secretary of State within 120 days that its registered agent for service of process or registered office has been changed, that its registered agent for service of process has resigned, or that its registered office has been discontinued.” Official text. Accessed 2026-09-29.

• 11B V.S.A. § 14.21 — “(a) Upon determining that one or more grounds exist under section 14.20 of this title for dissolving a corporation, the Secretary of State shall serve the corporation with written notice of that determination under section 5.04 of this title. (b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within at least 60 days after service of the notice is perfected under section 5.04 of this title, the Secretary of State may administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The Secretary of State shall file the original of the certificate and serve a copy on the corporation under section 5.04 of this title, and in the case of a public benefit corporation shall notify the Attorney General in writing. (c) A corporation involuntarily dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under section 14.05 of this title and notify its claimants under sections 14.06 and 14.07 of this title. (d) The involuntary dissolution of a corporation does not terminate the authority of its registered agent for service of process.” Official text. Accessed 2026-09-29.

• 11B V.S.A. § 14.22 — “(a) A corporation involuntarily dissolved that has not distributed its assets under section 14.21 of this title may apply to the Secretary of State for reinstatement upon payment of $25.00 for each year the corporation is delinquent. The application must: (1) recite the name of the corporation and the effective date of its involuntary dissolution; (2) state that the ground or grounds for dissolution either did not exist or have been eliminated; and (3) state that the corporation’s name satisfies the requirements of section 4.01 of this title. (b) If the Secretary of State determines that the application contains the information required by subsection (a) of this section and that the information is correct, the Secretary of State shall cancel the certificate of dissolution and prepare a certificate of reinstatement reciting that determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under section 5.04 of this title. (c) When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation shall resume carrying on its activities as if the administrative dissolution had never occurred.” Official text. Accessed 2026-09-29.

• 11B V.S.A. § 14.23 — “(a) The Secretary of State, upon denying a corporation’s application for reinstatement following involuntary dissolution, shall serve the corporation under section 5.04 of this title with a written notice that explains the reason or reasons for denial. (b) The corporation may appeal the denial of reinstatement to the Superior Court of Washington County within 90 days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of State’s certificate of dissolution, the corporation’s application for reinstatement, and the Secretary of State’s notice of denial. (c) The court may summarily order the Secretary of State to reinstate the dissolved corporation or may take other action the court considers appropriate. (d) The court’s final decision may be appealed as in other civil proceedings.” Official text. Accessed 2026-09-29.

• 11B V.S.A. § 14.05 — “(a) A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including: (1) preserving and protecting its assets and minimizing its liabilities; (2) discharging or making provision for discharging its liabilities and obligations; (3) disposing of its properties that will not be distributed in kind; (4) returning, transferring, or conveying assets held by the corporation upon a condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition; (5) transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws; (6) if the corporation is a public benefit corporation, and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets: (A) to one or more persons recognized as exempt under section 501(c)(3) of the Internal Revenue Code; or (B) if the dissolved corporation is not recognized as exempt under section 501(c)(3) of the Internal Revenue Code, to one or more public benefit corporations; (7) if the corporation is a mutual benefit corporation and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members those persons whom the corporation holds itself out as benefiting or serving; and (8) doing every other act necessary to wind up and liquidate its assets and affairs. (b) Dissolution of a corporation does not: (1) transfer title to the corporation’s property; (2) subject its directors or officers to standards of conduct different from those prescribed in chapter 8 of this title; (3) change quorum or voting requirements for its board or members; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws; (4) prevent commencement of a proceeding by or against the corporation in its corporate name; (5) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or (6) terminate the authority of the registered agent for service of process.” Official text. Accessed 2026-09-29.

• 11B V.S.A. § 5.04 — “A corporation is subject to the service of process provisions in 11 V.S.A. § 1656.” Official text. Accessed 2026-09-29.

• 11 V.S.A. § 1656 — “(a) An agent for service of process appointed by a person registered with the Secretary of State is an agent for service of any process, notice, or demand required or permitted by law to be served upon the person. (b) If a person registered with the Secretary of State fails to appoint or maintain an agent for service of process in this State as required by law, or the agent for service of process cannot with reasonable diligence be found at the agent’s address, the Secretary of State is an agent of the person upon whom process, notice, or demand may be served. (c)(1) Service of any process, notice, or demand on the Secretary of State may be made by delivering to and leaving with the Secretary of State duplicate copies of the process, notice, or demand. (2) If the process, notice, or demand is served on the Secretary of State, the Secretary of State shall forward one of the copies by registered or certified mail, return receipt requested, to the company at its principal office or last known address. (d) Service is effective on the earliest of: (1) the date the person receives the process, notice, or demand; (2) the date shown on the return receipt, if signed on behalf of the person; or (3) five days after the process, notice, or demand is deposited by the Secretary of State for delivery by the U.S. Postal Service, if postage is prepaid to the address of the principal office or last known address reflected in the records of the Secretary of State. (e) The Secretary of State shall keep a record of all processes, notices, and demands served pursuant to this section and record the time of and the action taken regarding the service. (f) This section shall not affect the right to serve process, notice, or demand upon a person in any manner otherwise provided by law.” Official text. Accessed 2026-09-29.