How to Form an LLC in Vermont (2026)
You form a Vermont LLC by filing Articles of Organization (Form LLC-1) with the Vermont Secretary of State and paying the $125 filing fee. You must appoint a registered agent with a physical Vermont address, and the LLC will be subject to an annual report fee and a minimum business entity income tax.
Quick Answer
- Form
- Form LLC-1, Articles of Organization
- Filing fee
- $125 (2026), to the Vermont Secretary of State
- Agency
- Vermont Secretary of State - file online or by mail
- Registered agent
- Required - a Vermont resident or qualified entity
- Ongoing
- Annual report ($35) due June 1; minimum business entity income tax ($300)
- State income tax
- Business entity income tax applies
Vermont Agency and Form: Secretary of State, Form LLC-1
A Vermont LLC is created by filing Articles of Organization with the Vermont Secretary of State. The correct document for a limited liability company is Form LLC-1, available from the Secretary of State's Corporations Division. Filing these articles - and the Secretary of State's acceptance of them - is the legal act that brings the LLC into existence under the Vermont Statutes Annotated, Title 11A, Chapter 15, known as the Vermont Uniform Limited Liability Company Act.
Form LLC-1 requires the LLC's name, the name and address of its registered agent, and the name and address of each organizer. The name must contain an LLC designator (such as "LLC," "L.L.C.," or "Limited Liability Company") and be distinguishable from existing entity names on file with the Secretary of State. You can check name availability and file online through the Secretary of State's online filing system, which is generally the fastest method; mail filing is also accepted. This guide covers the general Vermont process; for the national overview see how to form an LLC.
How to Form a Vermont LLC, Step by Step
Forming a Vermont LLC is a five-step process centered on Form LLC-1. Each step below corresponds to a requirement of Vermont law or a federal tax rule.
- Choose and check your LLC name. Select a name that includes an LLC designator and is distinguishable from names already on file with the Vermont Secretary of State. Verify availability through the Secretary of State's business search tool. If you are not ready to file, you may reserve a name for 120 days by filing Form LLC-2, Application for Reservation of Name. Confirm the name also does not infringe a federal trademark.
- Appoint a Vermont registered agent. Every Vermont LLC must designate a registered agent with a physical Vermont street address (the registered office). The agent - an individual Vermont resident or a qualified entity - must consent to the appointment before being named. You name the initial agent directly on Form LLC-1.
- File the Articles of Organization (Form LLC-1). Submit Form LLC-1 to the Vermont Secretary of State and pay the $125 filing fee. File online for the quickest turnaround, or send the form by mail. Once the Secretary of State accepts it, your LLC legally exists.
- Create an operating agreement. Vermont law does not require you to file an operating agreement, but one is strongly recommended to set ownership percentages, management structure, voting, and profit distribution. See operating agreements for what to include.
- Get an EIN and register for taxes. Apply for a free federal EIN from the IRS, then register with the Vermont Department of Taxes for the business entity income tax and, if you sell taxable goods or services, obtain a sales and use tax license.
After these steps, open a business bank account (banks generally ask for the stamped Articles of Organization and the EIN) and keep your registered agent and annual reports current every year.
Vermont LLC Filing Fees (2026)
The core cost of a Vermont LLC is the $125 Articles of Organization fee. The table below lists the state fees most new LLCs encounter, each verified against the Vermont Secretary of State fee schedule or the Vermont Department of Taxes. Amounts are effective for 2026 and are set by the state, not by any filing service.
| Item | Form | Fee (2026) | Agency |
|---|---|---|---|
| Articles of Organization (create the LLC) | Form LLC-1 | $125 | Secretary of State |
| Annual Report | Online or Form AR-1 | $35 | Secretary of State |
| Change of registered agent / registered office | Form RA-1 | $25 | Secretary of State |
| Name reservation (120 days) | Form LLC-2 | $20 | Secretary of State |
| Sales and Use Tax License | Online application | $0 (free) | Department of Taxes |
| Federal EIN | IRS Form SS-4 | $0 (free) | IRS |
| Business Entity Income Tax | Form BI-471 | $300 (minimum) | Department of Taxes |
Expedited processing is not generally offered by the Vermont Secretary of State for standard filings. Always confirm the current fees on the Secretary of State's website before filing, as they can change.
Vermont Registered Agent Requirement
A Vermont registered agent is the person or entity your LLC designates to receive service of process, tax notices, and official state correspondence. The Vermont Uniform Limited Liability Company Act requires every domestic LLC to designate and continuously maintain a registered agent and a registered office in Vermont. You name the initial agent directly on Form LLC-1.
The agent must be either an individual who is a Vermont resident, or a domestic or qualified foreign entity, and must have a physical Vermont street address - a post office box alone does not satisfy the registered office requirement. The person or entity named must have consented to serve as agent; you should keep a signed consent on file even though it is not submitted with the articles. You may act as your own registered agent, name a manager, or hire a commercial registered agent service. To change agents later, file Form RA-1, Statement of Change of Registered Agent and/or Registered Office, with a $25 fee. Failing to maintain a registered agent can lead to administrative dissolution of the LLC by the Secretary of State. For more detail, see the national registered agent overview.
Vermont Annual Report
All Vermont LLCs must file an annual report with the Vermont Secretary of State. The annual report is due by June 1 of each year, starting the year after the LLC was formed. The filing fee for the annual report is $35. You can file the annual report online through the Secretary of State's website or by mail using Form AR-1. The annual report updates the state with current information about your LLC, including its principal office address, registered agent, and managers or members. Failure to file the annual report can result in administrative dissolution of the LLC.
Vermont State Taxes for LLCs
Vermont imposes a Business Entity Income Tax on LLCs. This is a minimum tax of $300 per year, regardless of whether the LLC has income. This tax is administered by the Vermont Department of Taxes. In addition to the minimum tax, LLCs may be subject to Vermont income tax on their profits, depending on how they are classified for federal tax purposes. For example, an LLC taxed as a partnership or S-corporation will pass its profits through to its owners, who then pay individual Vermont income tax. An LLC taxed as a C-corporation will pay corporate income tax in Vermont.
If your LLC sells taxable goods or services in Vermont, you must obtain a Vermont Sales and Use Tax License from the Department of Taxes before making sales. The license is free and can be applied for online. Vermont does not have a general statewide business license, but many cities, towns, and regulated professions require their own permits or licenses, so check local requirements for your specific activity. See business licenses for details.
EIN and Other Licenses
A federal Employer Identification Number (EIN) is issued free by the IRS and is used to open a bank account, hire employees, and file taxes. By default, the IRS treats a single-member LLC as a disregarded entity (taxed on the owner's return) and a multi-member LLC as a partnership; either can elect corporate or S-corporation treatment by filing the appropriate IRS form. Most Vermont LLCs need an EIN, and one is required if the LLC has more than one member or any employees.
As mentioned, if your LLC sells taxable goods or services, you will need a Vermont Sales and Use Tax License. Beyond that, research any specific local or professional licenses required for your business activities. The Vermont Secretary of State's office and the Department of Taxes can provide resources for identifying necessary permits.
Penalties for Missing Vermont Requirements
Missing Vermont requirements carries real consequences. If an LLC fails to file its annual report or maintain a registered agent, the Vermont Secretary of State may initiate administrative dissolution. This means the state will revoke the LLC's legal status, which can lead to loss of liability protection for the owners and managers. Reinstatement after administrative dissolution typically involves filing all delinquent reports, paying all outstanding fees and penalties, and submitting an application for reinstatement.
Failure to pay the Business Entity Income Tax or other state taxes can result in penalties, interest, and collection actions by the Vermont Department of Taxes. Keeping your annual report and tax obligations current is crucial to maintaining your LLC's good standing and liability protection.
Closing a Vermont LLC
To close a Vermont LLC properly, you must wind up the business affairs, pay all outstanding debts and taxes, and then file a Certificate of Dissolution (Form LLC-6) with the Vermont Secretary of State. Simply abandoning the LLC will leave ongoing annual report and tax obligations, which can lead to penalties and administrative dissolution. See how to dissolve an LLC for the general wind-up and termination steps.
Frequently Asked Questions
How much does it cost to start an LLC in Vermont?
The state filing fee for the Articles of Organization (Form LLC-1) is $125, paid to the Vermont Secretary of State. There is also an annual report fee of $35 due each year after formation, and a minimum business entity income tax of $300.
What form do I file to create a Vermont LLC?
You file Form LLC-1, Articles of Organization, with the Vermont Secretary of State. You can file it online through the Secretary of State's website or submit it by mail with the $125 fee.
Does a Vermont LLC need a registered agent?
Yes. Every Vermont LLC must continuously maintain a registered agent and a physical Vermont street address (registered office). The agent must be a Vermont resident or a qualified entity that has consented to the appointment.
Does a Vermont LLC pay state income tax?
Yes, Vermont imposes a Business Entity Income Tax on LLCs, with a minimum tax of $300 per year. Depending on its federal tax election, an LLC may also be subject to Vermont income tax on its profits, either at the entity level (if taxed as a C-corp) or passed through to owners (if taxed as a partnership or S-corp).
When is the Vermont annual report due?
The annual report for a Vermont LLC is due by June 1 of each year, starting the year after the LLC was formed. The filing fee for the annual report is $35.
How do I change my Vermont registered agent?
To change your Vermont registered agent, you must file a Statement of Change of Registered Agent and/or Registered Office (Form RA-1) with the Vermont Secretary of State. The filing fee for this form is $25.
Related
- How to form an LLC (cluster hub)
- What is a registered agent?
- How to get an EIN
- LLC operating agreement
- How to dissolve an LLC
- How to form an LLC in New York (sibling)
Sources
- Vermont Secretary of State - Corporations Division Forms & Fees (Form LLC-1, RA-1, AR-1 fees).
- Vermont Secretary of State - Limited Liability Companies (LLCs) Overview (general LLC information).
- Vermont Secretary of State - Registered Agents (registered agent requirements).
- Vermont Secretary of State - Online Filing (online filing system).
- Vermont Secretary of State - Annual Reports (annual report requirements and due dates).
- Vermont Statutes Annotated, Title 11A, Chapter 15 - Vermont Uniform Limited Liability Company Act.
- Vermont Statutes Annotated, Title 11A, Chapter 15, Section 1501 - Definitions (LLC name requirements).
- Vermont Statutes Annotated, Title 11A, Chapter 15, Section 1508 - Registered agent and registered office.
- Vermont Department of Taxes - Business Entity Income Tax ($300 minimum tax).
- Vermont Department of Taxes - Sales and Use Tax (license requirements).
- IRS - Limited Liability Company (LLC) (federal default classification).
- IRS - Get an Employer Identification Number (free EIN).
LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws, fees, and thresholds change; verify current requirements with the Vermont Secretary of State and Vermont Department of Taxes before acting.