Vermont

Partial only. Each corporation must continuously maintain a registered office and a registered agent 'pursuant to 11 V.S.A. § 1655, whose business office is identical with the registered office'; LLCs must designate 'an agent for service of process pursuant to section 1655 of this title' (11 V.S.A. § 4007). Vermont's 2025 Act 10 moved WHO may serve, appointment mechanics, and resignation into 11 V.S.A. § 1655 (Title 11, ch. 21), which is not in the corpus, so the substantive eligibility criteria could not be verified.

Consent required: unclear.

• Revocation Foreign. The Secretary of State shall terminate a foreign corporationDomestic / foreignRelative to one state's records: an entity is domestic in the state that formed it and foreign everywhere else it registers to do business.Read the full entry →'s certificate of authorityCertificate of authorityPermission for an entity formed in one state to do business in another - the 'foreign' registration.Read the full entry → if it is without a registered agent or registered office in Vermont, or fails to report an agent/office change or resignation.
• Revocation Foreign. The Secretary of State may revoke a foreign LLC's certificate of authority if it does not appoint and maintain an agent for service of process, or fails to file a statement of change within 30 days of an agent name/address change (60-day cure window).
• Other. Termination of a foreign corporation's certificate of authority appoints the Secretary of State as the corporation's agent for service of process for causes of action arising while it was authorized.
• ReinstatementReinstatementRestoring an entity the state revoked or administratively dissolved for missed filings - typically back-filing reports, paying accrued fees and penalties, and filing an application.Read the full entry → Fee. A terminated foreign corporation must correct each ground and pay a reinstatement fee of $25.00 for each year it is delinquent; a domestic corporation involuntarily terminated for annual-report failure pays the annual report fee plus a $50.00 reinstatement fee per year missed; an LLC pays a $35.00 reinstatement fee.
• No Court Access. A foreign corporation (or foreign LLC) transacting business without a certificate of authority may not maintain a proceeding or raise a counterclaim, crossclaim, or affirmative defense in any Vermont court until it obtains one.
• Civil Penalty. A foreign LLC transacting business without a certificate of authority is liable for $50.00 per day (max $10,000.00 per year) plus back fees.

Filing officeFiling officeThe agency that keeps the business register.Read the full entry →

Vermont Secretary of State (Corporations Division; online business service center)

State fee

$70 registration (11 V.S.A. 1625, as amended eff. 7/1/2025); $35 amendment/cessation/name reservationName reservationHolding an entity name with the state before forming - typically 30 to 120 days for a small fee, renewable in some states.Read the full entry →

Term

5 years

Renewal

Reregistration required every 5 years, filed not sooner than 60 days before expiration; reregistration fee $65 (11 V.S.A. 1635, eff. 7/1/2025). If not reregistered, the name becomes available to new applicants

Publication

Not required. None

Online filing

Available

The regime

Vermont requires an individual doing business under an assumed business name, and any partnership or unincorporated nonprofit association of individuals doing business in the state (resident or nonresident), to file a registration with the Secretary of State no later than 10 days after commencing business.

Where it is filed

All registrations are filed with the Vermont Secretary of State; there is no county or town filing under this chapter.

Term and renewal

Registrations last five years; the registrant must reregister every five years, no sooner than 60 days before expiration. If reregistration is not accomplished, the name becomes available to the first new applicant.

Name restrictions

The Secretary of State must decline any name not distinguishable from names already registered, reserved, or granted on the Secretary's records, and any name that would lead a reasonable person to think the business is a type of entity it is not. Prospective postsecondary schools need State Board of Education approval before registering.

Assumed names for registered entities

A business organization authorized to do business in Vermont (a registered entity, domestic or foreign) adopts an assumed nameDBA / fictitious nameA name a business operates under that is not its legal name - 'doing business as.' Also: assumed name, trade name, fictitious business name.Read the full entry → by filing a registration with the Secretary of State identifying the authorized business and the assumed name; exclusive-use name reservations for 120 days are available under § 1652.

Penalties

An unregistered person (and successors/assignees) may not maintain an action, proceeding, counterclaim, crossclaim, or affirmative defense in Vermont until registered; failure to register does not impair contract validity or preclude defending an action.
Liability to the State of $50.00 per day of unregistered business, capped at $10,000.00 per year, plus the fees that would have been due; the Attorney General may sue to collect and to restrain the business.
If a person transacts business without registering, the Secretary of State becomes its agent for service of process for claims arising out of that business.

Official source

legislature.vermont.gov/statutes/section/11/015/01625↗ (opens the official source)

What it is called

Vermont Corporate Income Tax minimum tax (corps) / Business Entity Income Tax $250 minimum (pass-throughs) - franchise-equivalent minimums, not a named franchise taxFranchise taxA recurring tax on the privilege of existing as an entity in a state - not a tax on franchising a business.Read the full entry →

Administering agency

Vermont Department of Taxes

Corporation minimum

$100

How it is computed

No tax NAMED franchise/privilege/excise exists in VT, but income-tax minimums function as one. CORP (C corps + LLCs electing C-corp status): VT Corporate Income Tax = GREATER of graduated tax on VT-apportioned net income (6.00% on $0-10,000; $600 + 7.0% of excess over $10,000 on $10,001-25,000; $1,650 + 8.5% of excess over $25,000 on $25,001+) OR a minimum annual tax tiered on VT gross receipts: $100 (receipts $0-500,000) / $500 ($500,001-1,000,000) / $2,000 ($1,000,001-5,000,000) / $6,000 ($5,000,001-300,000,000) / $100,000 (>$300,000,000); small farm corporation minimum $75; no cap other than the 8.5% top bracket; Form CO-411 due on the federal due date (calendar-year 4/15). 32 V.S.A. 5832 (tiers effective 1/1/2023). LLC/PASS-THROUGH: flat $250/yr Business Entity Income Tax minimum - LLCs taxed as partnerships and partnerships per 32 V.S.A. 5921; S corps (incl. LLCs electing S status) per 32 V.S.A. 5915; due with the entity's federal return (calendar-year 3/15; Forms BI-471 or BI-476); income otherwise passes through to owners. Disregarded single-member LLCs owe NO entity-level tax (5921: taxed 'in the same manner as taxed under the Internal Revenue Code'). Exemption: intangible-investment-only partnerships with investment income <= $5,000 and total assets <= $20,000 (5921).