Nonprofit Corporation Voluntary Dissolution Filing Requirements in Vermont

At a glance

Requirements one by one

Authorization

Section 14.01 allows a majority of incorporators or directors of a corporation without members to adopt the recipient plan and deliver articles, subject to required document approvals. This route requires purpose notice under § 8.22(c).

Section 14.02 uses board and applicable member approval, the lower-of-two-thirds-cast/majority-voting-power test, greater and class requirements, and required written approval from persons designated by the articles. The board and members can condition approval. Section 8.24 supplies majority-present approval at a quorum calculated from the fixed board size, or the prescribed number for a variable board (otherwise directors in office), with greater document requirements. Section 8.21 supplies the unanimous written board-consent default, subject to documents.

Sections 7.04 and 7.08 supply consent and ballot procedures. Articles-authorized nonunanimous consent requires at least a majority of all entitled members, prior notice to each member and prompt action notice. A ballot goes to every entitled member and must meet meeting-equivalent quorum and vote requirements; it does not substitute for holding the annual or special meeting. Section 7.22 ordinarily uses a ten-percent quorum, with document variation.

Notice and plan

Section 14.02 requires a plan naming recipients after creditors are paid; member meeting notice and consent or ballot solicitations include a copy or summary. The memberless board route includes the same plan material and dissolution purpose in notice. Section 8.22(c) requires seven days’ written notice to each director for the specified memberless decisions unless waived. Ordinary special-board notice otherwise defaults to two business days, with document variation.

Section 7.05 requires fair and reasonable member notice consistent with bylaws. Its safe harbor is ten through sixty days, with a thirty-day minimum for mail other than first class or registered mail. Section 7.22(d) limits unannounced annual-meeting business when less than one-third of voting power is present.

Filing and effective time

Section 14.03 permits articles at any time after authorization. It requires the entity name, authorization date, sufficient board/incorporator approval, whether member approval was required, applicable class/vote details and obtained outside approval. Section 1.20 supplies the signer categories, signer name/capacity, correct fee and exact or conformed copy. Section 1.22(11) makes dissolution articles free. Section 1.23 allows a delayed date up to ninety days with close-of-business effect when its time is omitted; § 14.03(b) makes the articles’ effective date the dissolution date.

Reversal and remaining powers

Section 14.04 allows reversal within120days using the original approval route unless board-only reversal was authorized. Filed revocation articles accompany the dissolution articles and report dates, approval and applicable member/third-person information. Effective reversal relates back. Section 1.22(12) sets its $10 fee.

Section 14.05 preserves existence for winding up and litigation, with asset protection, debt provision, conditional returns and document-directed distributions. Its public-benefit default uses section501(c)(3) recipients, or public-benefit corporations when the dissolved corporation itself lacks that exemption, subject to legal and contractual requirements.

What trips people up

Section 7.04(e) permits written member consent to be evidenced by electronic communication or an electronic record. The delivery and corporate-record requirements still apply.

Common questions

Can a proxy last longer than eleven months? Section 7.24 permits the appointment form to expressly set a different period, capped at three years.

Does dissolution terminate the registered agent? Section 14.05(b)(6) preserves that agent’s authority.

Statutes and sources

11B V.S.A. § 14.01

by incorporators or directors (a) A majority of the incorporators or directors of a corporation that has no members may, subject to any approval required by the articles or bylaws, dissolve the corporation by delivering to the Secretary of State articles of dissolution. (b) The corporation shall give notice of any meeting at which dissolution will be approved. The notice shall be in accordance with subsection 8.22(c) of this title. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation. (c) The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.

Official statute (accessed 2026-09-30).

11B V.S.A. § 14.02

by directors, members (a) Unless this title, the articles, bylaws, or the board of directors or members (acting pursuant to subsection (c) of this section) require a greater vote or voting by class dissolution is authorized if it is approved: (1) by the board; (2) by the members, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less; or (3) in writing by any person or persons whose approval is required by a provision of the articles authorized by section 10.30 of this title for an amendment to the articles or bylaws. (b) If the corporation does not have members, dissolution must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors’ meeting at which such approval is to be obtained in accordance with subsection 8.22(c) of this title. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution. (c) The board may condition its submission of the proposed dissolution, and the members may condition their approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis. (d) If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with section 7.05 of this title. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution. (e) If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution. (f) The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.

Official statute (accessed 2026-09-30).

11B V.S.A. § 14.03

of dissolution (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State articles of dissolution setting forth: (1) the name of the corporation; (2) the date dissolution was authorized; (3) a statement that dissolution was approved by a sufficient vote of the board; (4) if approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators; (5) if approval by members was required: (A) the designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and (B) either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class; (6) if approval of dissolution by some person or persons other than the members, the board or the incorporators is required pursuant to subdivision 14.02(a)(3) of this title, a statement that the approval was obtained. (b) A corporation is dissolved upon the effective date of its articles of dissolution.

Official statute (accessed 2026-09-30).

11B V.S.A. § 14.04

of dissolution (a) A corporation may revoke its dissolution within 120 days of its effective date. (b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person. (c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of State for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth: (1) the name of the corporation; (2) the effective date of the dissolution that was revoked; (3) the date that the revocation of dissolution was authorized; (4) if the corporation’s board of directors (or incorporators) revoked the dissolution, a statement to that effect; (5) if the corporation’s board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and (6) if member or third person action was required to revoke the dissolution, the information required by subdivision 14.03(a)(5) or (6) of this title. (d) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution. (e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred.

Official statute (accessed 2026-09-30).

11B V.S.A. § 14.05

of dissolution (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 statute (accessed 2026-09-30).

11B V.S.A. § 1.20

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 statute (accessed 2026-09-30).

11B V.S.A. § 1.22

(11) Articles of dissolution No fee (12) Articles of revocation of dissolution $10.00

Official statute (accessed 2026-09-30).

11B V.S.A. § 1.23

date of document (a) Except as provided in subsection (b) of this section, subsection 1.24(c) of this title, and section 2.03 of this title, a document is effective: (1) at the time of filing on the date it is filed, as evidenced by any means the Secretary of State may use for the purpose of recording the date and time of filing; or (2) at the time specified in the document as its effective time on the date it is filed. (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 statute (accessed 2026-09-30).

11B V.S.A. § 7.04

by written consent (a) Unless the articles of incorporation preclude the taking of action required or permitted by this title without a members’ meeting, action required or permitted by this title to be taken at a members’ meeting may be taken without a meeting if the action is taken by all the members entitled to vote on the action. Each action must be evidenced by one or more written consents describing the action taken, signed by all the members entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filed with the corporate records. (b) If the articles of incorporation contain specific authority to do so, action required or permitted by this title to be taken at a members’ meeting may be taken without a meeting if the action is taken by the holders of at least a majority of all of the members entitled to vote on the action, and if each member is given prior notice of the action proposed to be taken. Each action must be evidenced by one or more written consents describing the action taken, signed by at least a majority of all the members entitled to vote and delivered to the corporation for inclusion in the minutes or filed with the corporate records. Prompt notice of any action taken by less than unanimous written consent in lieu of a meeting shall be given to all shareholders entitled to vote on such action under this title. (c) If not otherwise fixed under section 7.03 or 7.07 of this title, the record date for determining shareholders entitled to take action without a meeting is the date the first member signs the consent under subsection (a) of this section. (d) A consent signed under this section has the effect of a meeting vote and may be described as such in any document. (e) For purposes of this section, written consent may be evidenced by an electronic communication or an electronic record.

Official statute (accessed 2026-09-30).

11B V.S.A. § 7.05

of meeting (a) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. (b) Any notice which conforms to the requirements of subsection (c) of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered. (c) Notice is fair and reasonable if: (1) the corporation notifies its members of the place, date, and time of each annual and special meeting of members no fewer than 10 (or if notice is mailed by other than first class or registered mail, 30) nor more than 60 days before the meeting date; (2) notice of an annual meeting includes a description of any matter or matters which must be approved by the members under sections 8.31, 8.56, 10.03, 10.21, 11.04, 12.02, and 14.02 of this title; and (3) notice of a special meeting includes a description of the matter or matters for which the meeting is called. (d) Unless the bylaws require otherwise, if an annual or special meeting of members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place, if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under section 7.07 of this title, however, notice of the adjourned meeting must be given under this section to the members of record as of the new record date. (e) When giving notice of an annual or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if: (1) requested in writing to do so by a person entitled to call a special meeting; and (2) the request is received by the secretary or president of the corporation at least ten days before the corporation gives notice of the meeting.

Official statute (accessed 2026-09-30).

11B V.S.A. § 7.08

by written ballot (a) Unless prohibited or limited by the articles or bylaws, any action which may be taken at any annual or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter; provided, however, that action taken by ballot may not be a substitute for the holding of an annual or special meeting. (b) A written ballot shall: (1) set forth each proposed action; and (2) provide an opportunity to vote for or against each proposed action. (c) Approval by written ballot pursuant to this section shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. (d) All solicitations for votes by written ballot shall: (1) indicate the number of responses needed to meet the quorum requirements; (2) state the percentage of approvals necessary to approve each matter other than election of directors; and (3) specify the time by which a ballot must be received by the corporation in order to be counted. (e) Except as otherwise provided in the articles or bylaws, a written ballot may not be revoked.

Official statute (accessed 2026-09-30).

11B V.S.A. § 7.22

requirements (a) Unless this title, the articles, or bylaws provide for a higher or lower quorum, ten percent of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter. (b) A bylaw amendment to decrease the quorum for any member action may be approved by the members, or, unless prohibited by the bylaws, by the board. (c) A bylaws amendment to increase the quorum required for any member action must be approved by the members. (d) Unless one-third or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual meeting of members are those matters that are described in the meeting notice.

Official statute (accessed 2026-09-30).

11B V.S.A. § 7.24

(a) Unless the articles or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by: (1) signing an appointment form either personally or by an attorney-in-fact; or (2) by transmitting to the corporation or the corporation’s duly authorized agent an appointment of proxy by electronic transmission, including telephone or e-mail. (b) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for 11 months unless a different period is expressly provided in the appointment form; provided, however, that no proxy shall be valid for more than three years from its date of execution. (c) An appointment of a proxy is revocable by the member. (d) The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment. (e) Appointment of a proxy is revoked by the person appointing the proxy: (1) attending any meeting and voting in person; (2) prior to a vote being taken on an action, delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a signed writing or an electronic transmission stating that the appointment of the proxy is revoked or a subsequent appointment form. (f) Subject to section 7.27 of this title and any express limitation on the proxy’s authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy’s vote or other action as that of the member making the appointment.

Official statute (accessed 2026-09-30).

11B V.S.A. § 8.21

without meeting (a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this title to be taken at a board of directors’ meeting may be taken without a meeting if the action is taken by all members of the board. Each action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken. (b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date. (c) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

Official statute (accessed 2026-09-30).

11B V.S.A. § 8.22

and notice of meetings (a) Unless the articles of incorporation, bylaws, or subsection (c) of this section provide otherwise, regular meetings of the board may be held without notice of the date, time, place, or purpose of the meeting. (b) Unless the articles of incorporation, bylaws, or subsection (c) of this section provide otherwise, special meetings of the board must be preceded by at least two business days’ notice to each director of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws. (c) In corporations without members, any board action to remove a director or to approve a matter which would require approval by the members if the corporation had members, shall not be valid unless each director is given at least seven days’ written notice that the matter will be voted upon at a directors’ meeting or unless notice is waived pursuant to section 8.23 of this title. (d) Unless the articles of incorporation or bylaws otherwise provide, the presiding officer of the board, the president, or 20 percent of the directors then in office may call and give notice of a meeting of the board.

Official statute (accessed 2026-09-30).

11B V.S.A. § 8.24

and voting (a) Unless the articles of incorporation or bylaws require a greater number, a quorum of a board of directors consists of: (1) a majority of the fixed number of directors if the corporation has a fixed board size; or (2) a majority of the number of directors prescribed, or if no number is prescribed the number in office immediately before the meeting begins, if the corporation has a variable-range size board. (b) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless this title, the articles of incorporation, or bylaws require the vote of a greater number of directors. (c) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (1) the director objects at the beginning of the meeting (or promptly upon the director’s arrival) to holding it or transacting business at the meeting; (2) the director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or (3) the director delivers written notice of the director’s dissent or abstention to the presiding officer of the meeting before its adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

Official statute (accessed 2026-09-30).