Limited Liability Company
A limited liability company (LLC) is a business structure that affords particular liability and tax benefits to its members. A shareholder or owner of an LLC is called a member.
Basic Types of LLCs
Member-Managed LLCAn LLC that is managed solely by its members(s) (i.e. its owner(s)). An LLC member is an owner of an LLC. i.e. the LLC equivalent of a corporate shareholder.
Manager-Managed LLCAn LLC that is managed by at least one manager. An LLC manager is a person appointed by the LLC member(s) to manage the day-to-day operations of the LLC; the LLC equivalent of a corporate director. LLC members may be appointed as an/the LLC manager.
Specialty Types of LLCs
Professional LLC (PLC)Allows certain professionals such as health care, financial, legal, and real estate appraisers to operate as a corporation. Only professional persons individually licensed by the state of Vermont may organize as a PLC.
Low-Profit LLC (L3C)This LLC structure allows for the creation of an LLC that would be a hybrid of a nonprofit and for-profit entity designed to attract private investments and philanthropic capital in ventures designed to provide a social benefit. Please see “Low-Profit LLC” for more information.
Foreign (Non-Vermont) LLCs Doing Business in Vermont
If you are an existing out-of-state LLC, PLC, or L3C and wish to do business in Vermont, you need to obtain a Certificate of Authority from the Office of the Secretary of State. For more information about registering as a foreign LLC, PLC, or L3C, please see “Foreign Business Registration.”
Limited Liability Company Law
Please visit 11 V.S.A. Ch.21 of the Vermont Statutes Online for more information.
Please see “Fees & Filings” for the costs of registration.
Duration of Registration
Once registered, you must renew your LLC, PLC, or L3C registration each year. For renewal information, please see “Annual/Biennial Reports.”
STOP: Before you get started, we recommend that you consult with an attorney, accountant, or business advisor about which business structure is best for you.
Do not invest in websites, signs, business cards, or other marketing materials until you receive a certificate confirming the availability and your ownership of the requested name.
The state of Vermont operates under a “deceptively similar” standard. Under this standard, if the requested name is too similar to an already registered name, such that it would confuse the public as to whom they are dealing with, it will be rejected.
Online registration is the preferred method. There is no extra fee and turnaround times are much faster. For information and instructions about online registration, please see our Online Registration Guide. To begin your online registration, please visit the Online Business Service Center:
Registration by Mail
To create a Vermont (domestic) LLC, PLC, or L3C:
You will need to file Articles of Organization.
To register a non-Vermont (foreign) LLC, PLC, or L3C
You will need to apply for a Certificate of Authority to do business in the state of Vermont.