Nonprofit Corporation Formation Filing in Vermont

At a glance

Requirements one by one

Articles, status, and purpose

Under § 2.01, one or more persons of majority age deliver articles to the Secretary of State. Section 2.02(a)(2) requires the articles to choose public or mutual benefit corporation status, and paragraph (5) requires a member-status answer. The purpose clause is optional under § 2.02(b)(1); it may state any lawful activity. Section 4.01(a) also requires a corporate designator in the name and bars the word “cooperative.”

Agent and signatures

Section 2.02(a)(3) requires a street address for the initial registered office plus the agent’s name and email. Under 11 V.S.A. § 1655(a), an individual agent must reside in Vermont, while a business agent must have an in-state place of business and authorization to conduct business here. Section 1655(b) makes designation an attestation of consent. Under 11B V.S.A. § 2.02(c), each incorporator and each initial director named in the articles must sign them. Section 1.20(f) also requires a filing signer to state a name and capacity.

Fee and existence

Section 1.22(1) sets the articles fee at $155. Section 2.03(a) starts existence when the Secretary of State issues the certificate after the articles conform and fees are paid. Section 1.23(b) permits a delayed date no later than the 90th day after filing.

What trips people up

Naming initial directors is optional under § 2.02(b)(2), but doing so triggers their signature requirement under § 2.02(c). A delayed date without a time takes effect at the close of business on that date under § 1.23(b).

Common questions

Must the articles state a specific activity? Section 2.02(b)(1) makes a purpose clause optional and permits a general lawful-activity statement.

Is there a separate signed agent acceptance? Section 1655(b) makes the designation itself an attestation that the agent consents.

Statutes and sources

• 11B V.S.A. § 2.01: “Incorporators One or more persons of majority age may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing.” Official source (accessed 2026-10-01).

• 11B V.S.A. § 2.02: “Articles of incorporation (a) The articles of incorporation must set forth: (1) A corporate name for the corporation that satisfies the requirements of section 4.01 of this title. (2) One of the following statements: (A) This corporation is a public benefit corporation. (B) This corporation is a mutual benefit corporation. (3) The street address of the corporation’s initial registered office and the name and email of its initial registered agent for service of process at that office, pursuant to 11 V.S.A. § 1655. (4) The name and address of each incorporator. (5) Whether or not the corporation will have members. (6) Provisions not inconsistent with law regarding the distribution of assets on dissolution. (b) The articles of incorporation may set forth: (1) the purpose or purposes for which the corporation is organized, which may be, either alone or in combination with other purposes, the transaction of any lawful activity; (2) the names and addresses of the individuals who are to serve as the initial directors, and of any other principals the corporation provides; (3) provisions not inconsistent with law regarding: (A) managing and regulating the affairs of the corporation; (B) defining, limiting, and regulating the powers of the corporation, its board of directors, and members (or any class of members); (C) the characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members; and (4) any provision that under this title is required or permitted to be set forth in the bylaws. (c) Each incorporator and director named in the articles must sign the articles. (d) The articles of incorporation need not set forth any of the corporate powers enumerated in this title.” Official source (accessed 2026-10-01).

• 11B V.S.A. § 2.03(a): “Unless a delayed effective date is specified, the corporate existence begins when the Secretary of State issues a certificate of incorporation, after finding that the articles of incorporation conform to law, and that all fees imposed under section 1.22 of this title have been paid.” Official source (accessed 2026-10-01).

• 11B V.S.A. § 1.20(e)–(h): “Filing requirements (a) A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the Secretary of State. (b) The document must contain the information required by this title. It may contain other information as well. (c) The document must be typewritten or printed or, if electronically transmitted, it must be in a format that can be retrieved or reproduced in typewritten or printed form or in an electronic format prescribed by the Secretary of State. (d) The document must be in the English language. However, a corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation. (e) The document must be executed: (1) by the presiding officer of its board of directors of a domestic or foreign corporation, its president, or by another of its officers; (2) if directors have not been selected or the corporation has not been formed by an incorporator; or (3) if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. (f) The person executing a document shall sign it and state beneath or opposite the signature his or her name and the capacity in which he or she signs. The document may, but need not, contain: (1) the corporate seal; (2) an attestation by the secretary or an assistant secretary; or (3) an acknowledgement, verification, or proof. (g) If the Secretary of State has prescribed a mandatory form or electronic format for a document under section 1.21 of this title, the document must be in or on the prescribed form. (h) The document must be delivered to the Office of the Secretary of State for filing and must be accompanied by one exact or conformed copy (except as provided in sections 5.03 and 15.09 of this title), and the correct filing fee.” Official source (accessed 2026-10-01).

• 11B V.S.A. § 1.22(1): “The Secretary of State shall collect the following fees when the documents described in this section are delivered to the Office of the Secretary of State for filing: (1) Articles of incorporation $155.00” Official source (accessed 2026-10-01).

• 11B V.S.A. § 1.23(b): “A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the 90th day after the date filed.” Official source (accessed 2026-10-01).

• 11B V.S.A. § 4.01(a)–(b): “A corporate name: (1) shall contain the word “corporation,” “incorporated,” “company,” or “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.,” or words or abbreviations of like import in another language; (2) may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 3.01 of this title and its articles of incorporation; (3) shall not have the word “cooperative” or any abbreviation thereof as part of its name; and (4) shall not include any word not otherwise authorized by law. (b) Except as authorized by subsections (c) and (d) of this section, a corporate name shall be distinguishable in the records of the Secretary of State from any name granted, registered, or reserved under this chapter, or the name of any other entity, whether domestic or foreign, that is reserved, registered, or granted by or with the Secretary of State.” Official source (accessed 2026-10-01).

• 11 V.S.A. § 1655(a)–(b): “A person doing business in this State that is required to designate and maintain an agent for service of process shall provide the name, email, and address information of an individual resident of this State or of a business organization that has a place of business in, and is authorized to conduct business in, this State. (b) Attestation. A person who designates an agent for service of process attests that the agent consents to the appointment.” Official source (accessed 2026-10-01).