Protected and Registered Series LLC Formation Requirements in Vermont

At a glance

Ordinary LLC formation under Chapter 25

Under 11 V.S.A. § 4022(a)-(b), organizers deliver articles to the Secretary of State, and an ordinary LLC generally begins when they are filed. Section 4023(a) gives the articles' required contents; subsection (b) permits additional lawful matters. Section 4003(a) lets an operating agreement regulate the LLC's internal affairs.

The complete current Chapter 25 has no domestic protected-, registered-, or designated-series establishment or interseries asset procedure. The official Title 11 chapter index identifies Chapter 25 as the current LLC act and no separate series chapter. Section 4111(a)'s reference to a foreign LLC or “series thereof” allocates governing law for foreign entities; it does not create a domestic series route.

What trips people up

Section 4023(b) permits additional matters in ordinary articles and § 4003(a) lets an agreement govern internal affairs. Neither provision supplies statutory domestic asset separation. Section 4031 makes acquired property LLC property, while § 4042(a) protects members and managers from LLC debts solely because of their status. Those ordinary rules do not state an interseries asset shield.

Common questions

Does Vermont's foreign-series wording permit a Vermont LLC to form one? Section 4111(a) addresses the organizing jurisdiction's law for a foreign LLC or series. The domestic organization provisions in §§ 4022-4023 have no corresponding series procedure.

Can the LLC amend its articles? Yes. Section 4024(a) allows an ordinary articles-of-amendment filing, without establishing a series designation.

How does the LLC terminate? Section 4105(a)-(b) permits articles of termination after ordinary LLC dissolution and winding up. It is not a series termination record.

Statutes and sources

• 11 V.S.A. § 4003(a): “Except as otherwise provided in subsection (b) of this section, an operating agreement regulates the affairs of the company and the conduct of its business and governs relations among the members, among the managers, and among the members, managers, and the limited liability company.” https://legislature.vermont.gov/statutes/fullchapter/11/025 (accessed 2026-09-27).
• 11 V.S.A. § 4022(a)-(b): “One or more persons may organize a limited liability company, consisting of one or more members, by delivering articles of organization to the Office of the Secretary of State for filing. The organizers need not be members of the limited liability company at the time of formation or after formation has occurred. (b) Unless a delayed effective date is specified, the existence of a limited liability company begins when the articles of organization are filed.” https://legislature.vermont.gov/statutes/fullchapter/11/025 (accessed 2026-09-27).
• 11 V.S.A. § 4023(a): “Articles of organization of a limited liability company shall set forth: (1) the name of the company; (2) the address of the initial designated office; (3) the name and street address of the initial agent for service of process; (4) the name and address of each organizer; (5) if the company has no members at the time of filing, a statement to that effect; and (6) whether the company is an L3C.” https://legislature.vermont.gov/statutes/fullchapter/11/025 (accessed 2026-09-27).
• 11 V.S.A. § 4023(b): “Articles of organization of a limited liability company may set forth: (1) provisions permitted to be set forth in an operating agreement; (2) name, email, and address information for one or more owners, officers, or other principals of the company; and (3) other matters not inconsistent with law.” https://legislature.vermont.gov/statutes/fullchapter/11/025 (accessed 2026-09-27).
• 11 V.S.A. § 4024(a): “Articles of organization of a limited liability company may be amended at any time by delivering articles of amendment to the Secretary of State for filing. The articles of amendment shall set forth the: (1) name of the limited liability company; (2) date of filing of the articles of organization; and (3) amendment to the articles.” https://legislature.vermont.gov/statutes/fullchapter/11/025 (accessed 2026-09-27).
• 11 V.S.A. § 4031: “Property transferred to or otherwise acquired by a limited liability company is property of the limited liability company and not of the members individually.” https://legislature.vermont.gov/statutes/fullchapter/11/025 (accessed 2026-09-27).
• 11 V.S.A. § 4042(a): “The debts, obligations, or other liabilities of a limited liability company, whether arising in contract, tort, or otherwise: (1) are solely the debts, obligations, or other liabilities of the company; and (2) do not become the debts, obligations, or other liabilities of a member or manager solely by reason of the member acting as a member or the manager acting as a manager.” https://legislature.vermont.gov/statutes/fullchapter/11/025 (accessed 2026-09-27).
• 11 V.S.A. § 4105(a)-(b): “At any time after dissolution and winding up, a limited liability company may terminate its existence by filing with the Secretary of State articles of termination stating: (1) the name of the company; (2) the date of the dissolution; and (3) that the company’s business has been wound up and the legal existence of the company has been terminated. (b) The existence of a limited liability company is terminated upon the filing of the articles of termination, or upon a later effective date, if specified in the articles of termination.” https://legislature.vermont.gov/statutes/fullchapter/11/025 (accessed 2026-09-27).
• 11 V.S.A. § 4111(a): “The laws of the state or other jurisdiction under which a foreign limited liability company is organized govern its organization and internal affairs and the liability of a member as a member, and a manager as a manager, for the debts, obligations, or other liabilities of the foreign limited liability company or series thereof.” https://legislature.vermont.gov/statutes/fullchapter/11/025 (accessed 2026-09-27).