Vermont Certificate of Authority
A Vermont certificate of authority is required to be able to do business in the state of Vermont if your business was incorporated in another state.3 min read
A Vermont certificate of authority is required to be able to do business in the state of Vermont if your business was incorporated in another state. To complete your certificate of authority, you must register with the Vermont Secretary of State. After doing this, your company will be considered a foreign entity in the state of Vermont, and you will not need to incorporate as a new entity. Not only does the state require a certificate of authority but also:
- Licensing agencies
What is a Foreign LLC?
An LLC formed in another state can conduct business in the state of Vermont as a foreign LLC. This simply means that the company was formed under the laws of a different state. Registering in the state is a requirement if you are either doing business or transacting business in the state.
What is a Domestic LLC?
A domestic LLC is a business entity that formed under the current laws of the state where they transact or do business.
Disadvantages of Operating Without a Certificate of Authority
If you operate your business without a certificate of authority in the state of Vermont, you could face both penalties and fines. By not having the certificate you can be subject to lawsuits in the state with technical elements such as:
- Affirmative Defenses
A certificate of authority also allows LLC member to have protection against debts, obligations, and other liabilities related to the business in the state.
When Do I Need a Certificate of Authority?
There are a number of instances when a business will need to seek out a certificate of authority in the state of Vermont. Your business will need one if:
- You open a physical location or office within the foreign state
- You hire employees that are state residents
- Before you begin a contract with a company in the state
- A bank or vendor requires it
- You need state licensing
What Does it Cost and How Long Does it Take?
The processing time and fees for obtaining a certificate of authority in the state will vary depending on the type of entity. Approximate times and fees are as follows:
- Limited Liability companies cost $125 and take one day
- Corporations cost $125 and take one day
- Nonprofit Corporations cost $125 and take one day
- Other filings take about one day
The preferred method of registrations is online. This does not cost any more, and the turnaround is significantly faster. If you file by mail, it can take an additional 7 to 10 business days for processing.
How Will You Know When You Received Verification From the State?
After processing, you will receive a file-stamped copy returned by mail.
What Documentation Do You Need from Your Home State?
To file for a Vermont certificate of authority, you will need to submit a Certificate of Existence or a Certificate of Good Standing that was created within the past 30 days to send in with your request.
What is a Registered Agent?
The registered agent of a business is a person that is authorized to receive and process service and government forms on behalf of your business. When filing for your certificate of authority, you will need to include the name of your registered agent along with their physical address on the form.
Where Do You Send Information for Your Certificate of Authority?
Your certificate of authority paperwork should be filed with the Vermont Secretary of State Division of Corporations at 26 Terrace Street in Montpelier, Vermont 05609-1104. They can be contacted by phone at 802-828-2386 or fax at 802-828-2853. You can also go online.
Can You File for a Certificate of Authority Yourself?
You can file for your application for a certificate of authority yourself either online or by mail.
What Tax Law Governs Foreign LLCs in Vermont?
State laws are the government body for foreign LLCs in Vermont, and they will be the ones to collect sales tax. Under these state laws you must:
- Have a physical location or office in the state this can include an office, warehouse, factory, or store location.
- Collect sales tax on products sold to residents of the states.
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