A profit corporation is a business structure that affords particular liability and tax benefits to its members. The owners of a corporation are called shareholders and the business of the corporation is managed by the directors and officers. You can create a new Vermont corporation, or you can register an existing out-of-state corporation who wishes to do business in Vermont.
Types of Corporations
When registering your corporation with us, you will be given the choice to select which type of corporation you wish to form. There are two primary options:
- General Corporation: The general corporation is a standard Vermont corporation.
Close Corporation: A close corporation is a Vermont corporation, which provided certain conditions are met, may dispense with the formality of having decisions approved by both shareholders and corporate directors.
The close corporation is ideally suited for small businesses where the people who own the corporation’s stock also run the business.
A close corporation will have no more than 35 shareholders and none of the corporation’s shares will be publicly traded)
In a close corporation, all management decisions are made by the shareholders and are typically the people who are in charge of running the business.
As a close corporation that chooses to dispense with the board of directors, you will be required to name the individual(s) in whom the powers of the directors have been bestowed; this, unfortunately, may be a shareholder who does not wish their name to be listed in a public registry.
A general or close corporation may also choose to be a professional corporation, thereby allowing certain professionals such as health care, financial, legal, and real estate appraisers to operate as a corporation. Only licensed professionals may incorporate as a professional corporation.
A general or close corporation also may choose to be a benefit corporation under Vermont law, thereby allowing a profit corporation to combine a social mission with that of its financial goals. The benefit corporation is an option for both new and existing for-profit corporations.
View more information about benefit corporations.
Foreign (non-Vermont) Corporations Doing Business in Vermont
If you are an existing out-of-state Corporation and wish to do business in Vermont, you need to obtain a Certificate of Authority from the Office of the Secretary of State. This is accomplished by using the Application for Certificate of Authority (Corporations) form below. Please note that you will need a Certificate of Good Standing from your home state to submit with your application.
Please visit Title 11A of the Vermont Statutes Online for more information.
STOP: Before you get started, we recommend that you consult with an attorney, accountant, or business advisor about which corporation type is best for you.
Registering a Corporation
To create a Vermont (domestic) corporation:
You will need to file Articles of Incorporation. The form is simple and asks basic questions about your new company such as its name, address, registered agent, officers, directors, and business purpose. To get started, please select the applicable form below:
You will need to apply for a Certificate of Authority to do business in the state of Vermont:
Once registered, you must renew your corporation registration each year. For renewal information, please see “Manage Your Registration.”
Do not invest in websites, banners, advertisements, or other marketing materials until you receive a certificate confirming your ownership of the requested name.
The state of Vermont operates under a “deceptively similar” standard. Under this standard, if the requested name is so similar to an already registered name, such that it would confuse the public as to whom they are dealing with, it will be rejected.
All registrations with the Office of the Secretary of State are subject to name availability rules. Please search our online database for your desired business name to avoid any obvious conflicts:
Coming soon: All registration, management, and closing functions will occur via our Online Business Service Center.