Articles of Organization LLC Vermont

What Are Vermont Articles of Organization?

The Articles of Organization in Vermont, also known as the Certificate of Formation, is a legal document required to establish a Limited Liability Company (LLC) in the state. This document serves as the official record of the LLC's formation and includes essential information about the business, such as its name, address, and management structure. The Articles of Organization are governed by the Vermont Statutes Annotated, specifically under Title 11, Chapter 21.

Are Vermont Articles of Organization Required?

Yes, filing the Vermont Articles of Organization is mandatory for legally forming an LLC in the state. According to 11 V.S.A. § 3021, an LLC is not recognized as a legal entity until the Articles of Organization are filed with the Vermont Secretary of State. Failure to file this document means the LLC does not legally exist, and the business cannot operate under the protections and benefits of an LLC structure.

Information Required in Vermont Articles of Organization

Name Requirements

The name of the LLC must include the words "Limited Liability Company" or the abbreviations "LLC" or "L.L.C." as per 11 V.S.A. § 3005. The name must be distinguishable from other registered entities in Vermont. Certain words, such as "bank" or "insurance," may require additional approval from relevant state agencies. You can check name availability using the Vermont Business Name Search.

Vermont Registered Agent and Registered Office

Every Vermont LLC must designate a Registered Agent and a Registered Office. The registered agent can be an individual resident of Vermont or a business entity authorized to do business in the state. The registered office must be a physical address in Vermont, not a P.O. Box, as specified in 11 V.S.A. § 3008. The registered agent must consent to their appointment.

Management Structure

The Articles of Organization must specify whether the LLC is member-managed or manager-managed. This choice affects the governance of the LLC and must be clearly stated in the formation documents. Relevant details about the managers or members, such as names and addresses, should be included as per 11 V.S.A. § 3013.

Organizer Information

An Organizer is the individual or entity responsible for filing the Articles of Organization. Vermont does not impose residency requirements for organizers, and only one organizer is required. The organizer's name and address must be provided in the filing.

Purpose Statement

Vermont allows for a general purpose statement, meaning the LLC can engage in any lawful business activity. However, if the LLC is formed for a specific purpose, it should be stated. Special considerations apply to professional services, and additional forms may be required for professional LLCs (PLLCs).

Certificate of Formation Effective Date

The effective date of the Articles of Organization can be immediate upon filing or delayed to a specified date within 90 days of filing, as per 11 V.S.A. § 3023. During a delayed effective period, the LLC is not considered active until the specified date.

How to File Vermont Articles of Organization

Online

The Vermont Secretary of State offers an online filing system called Vermont Business Services Online. This system is available 24/7, and filings are typically processed within one business day. Payment can be made via credit card. To file online, visit the Vermont Online Business Service Center.

Mail

To file by mail, send the completed Articles of Organization form to:

Vermont Secretary of State
Corporations Division
128 State Street
Montpelier, VT 05633-1104

Ensure you include the required filing fee and make checks payable to the "Vermont Secretary of State." Processing time for mail filings is generally 7-10 business days. A stamped copy of the filed document will be returned to the filer.

Vermont Articles of Organization Filing Fee

The filing fee for the Vermont Articles of Organization is $155. Additional fees may apply for expedited processing or credit card payments. For the most current fee schedule, visit the Vermont Secretary of State Fee Schedule.

What Happens After Filing Vermont Articles of Organization?

Once the Articles of Organization are filed and approved, the LLC is legally recognized as a business entity in Vermont. The LLC will receive a Certificate of Formation as evidence of filing. The next steps include obtaining a Federal Employer Identification Number (EIN) from the IRS, registering for state taxes with the Vermont Department of Taxes, and drafting an operating agreement. Vermont LLCs must also file an annual report with the Secretary of State.

Common Mistakes When Filing Vermont Articles of Organization

1. Name Availability Issues: Failing to check name availability can lead to rejection. Use the Business Name Search to ensure the name is unique.
2. Missing Required Information: Omitting essential details such as the registered agent's information can result in rejection. Ensure all fields are completed.
3. Incorrect Fees: Submitting the wrong filing fee will delay processing. Verify the current fee on the Fee Schedule.
4. Invalid Registered Agent: The registered agent must meet state requirements. Ensure the agent is a Vermont resident or authorized entity.
5. Restricted Terms Without Approval: Using restricted words without proper approval can cause rejection. Obtain necessary approvals for terms like "bank" or "insurance."
6. Unsigned Documents: Ensure the Articles of Organization are signed by the organizer.
7. Wrong Forms for Professional Services: Professional services may require a PLLC form. Verify the correct form is used.
8. Delayed Effective Date Errors: If specifying a delayed effective date, ensure it is within the 90-day limit.

Additional Resources

• Vermont Secretary of State Main Page
• Vermont Statutes Annotated
• Vermont Online Business Service Center
• Vermont Department of Taxes
• Contact: (802) 828-2386, corporations@sec.state.vt.us

This article provides general information about Vermont LLC formation requirements under the Vermont Statutes Annotated. It is not intended as legal advice. Persons forming an LLC should consult with a private attorney regarding their specific circumstances.