How to Incorporate a Business in Vermont
Learn how to incorporate a business in Vermont: file Articles of Incorporation for $125, appoint a registered agent, get an EIN, and stay in good standing. Bizee handles the paperwork for $0 + state fee.
Bizee Editorial Staff
Editorial Team
Vermont corporation at a glance
Filing fee: $125 (Articles of Incorporation, online or by mail)
Processing time: [PROCESSING_TIME] — check the Vermont Secretary of State for current times
State agency: Vermont Secretary of State, Corporations & Business Services Division
Annual report due: Annual report required; file online through the Vermont Secretary of State's business portal
State tax rate: Vermont corporate income tax applies; register for applicable accounts through the Vermont Department of Taxes at myVTax
How to incorporate in Vermont
To incorporate a business in Vermont, you file Articles of Incorporation with the Vermont Secretary of State, pay the $125 state filing fee, and appoint a registered agent with a physical Vermont address. After that, you get a federal Employer Identification Number (EIN) from the IRS and register for any required Vermont state tax accounts.
Choose your business structure
Vermont recognizes several formal business structures, including C Corporations, S Corporations, and LLCs. The right choice depends on how you plan to raise capital, how you want to be taxed, and how much governance formality you're willing to take on.
A C Corporation is a separate legal entity from its owners. Shareholders aren't personally on the hook for corporate debts beyond what they invested — unless a court pierces the corporate veil. C Corps are the go-to structure for businesses that plan to issue stock or bring in outside investors, because they can have unlimited shareholders and multiple share classes.
An S Corporation is a tax election, not a separate entity type. You form a corporation with the Vermont Secretary of State first, then file IRS Form 2553 to elect S Corp status. S Corps pass income and losses through to shareholders, avoiding the double taxation that C Corps face — but S Corps have restrictions: no more than 100 shareholders, one class of stock, and shareholders must be U.S. citizens or residents.
If you're a smaller business and governance formality isn't a priority, an LLC may be a better fit. LLCs offer limited liability protection with pass-through taxation by default and fewer ongoing requirements than a corporation. That said, if you're planning to raise venture capital or issue equity to employees, a corporation is usually the structure investors expect.
Name your corporation
Your corporate name must be distinguishable from every other business name already on file with the Vermont Secretary of State. Check availability using the state's online business name search at bizfilings.vermont.gov before you file anything.
If you're not ready to file but want to lock in a name, you can reserve it by filing a name reservation with the Vermont Secretary of State through the Vermont Online Business Service Center. A web or trademark search alone won't tell you whether the name is available in Vermont's registry — you need to check the state system directly.
Appoint a registered agent
Vermont requires every corporation to maintain a registered agent with a physical street address in Vermont — P.O. Boxes aren't acceptable. The registered agent receives service of process and official legal documents on behalf of your business.
The agent or someone on their behalf must be available at that address during normal business hours, Monday through Friday. You can serve as your own registered agent if you have a Vermont street address and can be there during business hours — but many business owners use a professional registered agent service to keep their personal address off public records and avoid missing important documents.
File Articles of Incorporation with the Vermont Secretary of State
Filing Articles of Incorporation with the Vermont Secretary of State, Corporations & Business Services Division is the step that legally creates your corporation. The state filing fee is $125, whether you file online, by mail, or in person.
Your Articles of Incorporation need to include a corporate name that's distinguishable from existing Vermont businesses, your registered agent's name and Vermont street address, and the number of authorized shares. The state won't process the filing without payment, so have your $125 ready — online filings pay electronically through the Vermont Online Business Service Center.
Get a federal Employer Identification Number (EIN)
An Employer Identification Number (EIN) is a 9-digit federal tax ID assigned by the IRS. Your Vermont corporation needs one to open a business bank account, hire employees, file federal tax returns, and register for Vermont state tax accounts. Applying directly with the IRS is free.
Apply for your EIN at irs.gov/ein after your Articles of Incorporation are filed and approved. The IRS recommends getting your EIN soon after your entity is legally registered. Online applications are processed immediately and you'll get your EIN the same day.
Register for Vermont state tax accounts
Vermont state tax accounts are managed through the Vermont Department of Taxes via its online portal, myVTax. The accounts you need depend on what your business does — not every corporation needs every account.
If your corporation sells taxable goods or services to Vermont customers, you need to register for a Vermont sales and use tax account before you start collecting sales tax. If you have employees working in Vermont, you need to register for a state employer withholding tax account to withhold and remit Vermont income tax from wages. Both registrations happen through myVTax.
Stay in good standing with Vermont
After your corporation is formed, staying in good standing means keeping up with Vermont's ongoing requirements. Vermont corporations need to file annual reports through the Secretary of State's business portal at bizfilings.vermont.gov and keep their registered agent information current.
If your corporation falls behind on required filings, the Vermont Secretary of State can administratively dissolve it under Vermont business corporation statutes. That's a harder problem to fix than staying current in the first place. A certificate of good standing — which you can request from the Secretary of State — is often required when opening a business bank account, applying for financing, or entering contracts.
FAQ
The Vermont state filing fee for Articles of Incorporation is $125, whether you file online, by mail, or in person with the Vermont Secretary of State. That fee is due at the time of filing — the state won't process your incorporation without payment.
Beyond the $125 state fee, budget for a registered agent if you use a professional service, and any Vermont state tax registration costs. Getting an EIN from the IRS is free.
S Corp is a federal tax election, not a separate entity type you form with the state. To start an S Corp in Vermont, you first form a standard corporation by filing Articles of Incorporation with the Vermont Secretary of State and paying the $125 filing fee. Then you file IRS Form 2553 with the IRS to elect S Corporation tax status.
S Corps have restrictions: no more than 100 shareholders, one class of stock, and all shareholders must be U.S. citizens or residents. A tax professional can help you figure out whether S Corp status makes sense for your situation.
Both are formed the same way in Vermont — by filing Articles of Incorporation with the Secretary of State. The difference is how they're taxed. A C Corp pays corporate income tax on its profits, and shareholders pay tax again on dividends — that's double taxation. An S Corp passes income and losses through to shareholders, so the business itself doesn't pay federal income tax.
C Corps can have unlimited shareholders and multiple share classes, which makes them the standard choice for businesses seeking venture capital. S Corps are capped at 100 shareholders with one class of stock. A tax professional can help you figure out which structure fits your goals.
Yes. Vermont law requires every corporation to maintain a registered agent with a physical street address in Vermont — P.O. Boxes aren't acceptable. The registered agent must be available at that address during normal business hours to receive legal documents and service of process on behalf of your business.
You can serve as your own registered agent if you have a Vermont street address and can be there during business hours. Many business owners use a professional registered agent service to keep their personal address off public records.
Yes. Vermont corporations are required to file annual reports with the Secretary of State to stay in good standing. You can file online through the Vermont Secretary of State's business portal at bizfilings.vermont.gov. Keeping your registered agent information current is also required.
If your corporation falls behind on required filings, the Vermont Secretary of State can administratively dissolve it. That's a harder fix than staying current. Check the Secretary of State's website for current annual report deadlines and fees.
To dissolve a Vermont corporation, you file Articles of Dissolution with the Vermont Secretary of State. Before filing, the corporation's board and shareholders typically need to approve the dissolution, and you'll need to wind up business affairs — settling debts, closing accounts, and notifying creditors.
You'll also need to close out any Vermont state tax accounts with the Department of Taxes and file any outstanding annual reports before the state will process the dissolution. A legal professional can help you figure out the right sequence for your situation.
It depends on your goals. For most smaller businesses, an LLC is simpler — it offers limited liability protection, pass-through taxation by default, and fewer ongoing governance requirements than a corporation. If you plan to raise outside investment, issue stock to employees, or bring in venture capital, a corporation is usually the structure investors expect.
Both structures are formed with the Vermont Secretary of State and both require a registered agent. A tax professional can help you figure out which structure fits your specific situation.
