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Why use UpCounsel to form an LLC in Vermont
Starting an LLC in Vermont with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our LLC attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for limited liability companies.
When forming an LLC in Vermont with UpCounsel, the attorney you choose to help you will conduct a business name search for your Vermont LLC and assist you in preparing your LLC Operating Agreement, along with providing other legal services based on your needs. Once your Articles of Organization have been prepared and successfully filed with the Vermont Secretary of State, your Vermont LLC has been formed and begins its existence as a corporate entity.
Requirements for Forming a Vermont LLC
Choosing a Company Name for Your LLC
One of the first steps in the process of forming your Vermont Limited Liability Company is to choose your business name.
The business name that you choose must contain the words "limited liability company" or the abbreviation "LLC" or "L.L.C." as the last words in the name of the limited liability company. The words "limited" and "company" may be abbreviated to "Ltd." and "Co.," respectively.
It must be distinguishable (not the same as or deceptively similar to) the name of any Vermont Limited Liability Company or foreign LLC reserved or registered and cannot contain the words "bank," "trust," "trustee,""incorporated," "inc.," corporation," or "corp.," or "insurer" or "insurance company" or any other words suggesting that it is in the business of issuing policies of insurance and assuming insurance risks.
Your LLC name may contain the name of one or more members.
By using UpCounsel, you can choose several business names in order of preference. Your attorney of choice can then conduct a name check for your Vermont Limited Liability Company before filing to see which names are available. Once you have chosen an available name, your chosen LLC attorney can help you properly register your name with the State of Vermont.
Articles of Organization: When forming an LLC in Vermont, the Articles of Organization must be filed with the Vermont Secretary of State. Vermont state law requires that certain information be included in your Articles of Organization when forming your Vermont LLC.
- The LLC's name and address.
- The LLC's registered agent's name, address, and signature.
- The LLC's fiscal year (start and finish dates).
- Whether the LLC is run by managers or members; the name and address of each manager or managing member.
- Whether the organizers will be personally liable for the LLC's debts or not.
- The organizer's address.
- The LLC's purpose.
Additionally, a Vermont LLC formation generally requires inclusion and/or consideration of the following:
Organizers: One or more people may form a LLC, yet they do not need to be members of the LLC.
Minimum Number of LLC Organizers: One (or more).
Eligibility: An organizer may be an individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity, whether domestic or foreign.
LLC Operating Agreement: Although the LLC operating agreement is not required with the Articles of Organization, it is a good idea for every LLC with more than one member to have one. If an operating agreement is created, it need not be filed with the Articles of Organization.
Membership: A limited liability company must have one or more members.
Eligibility Requirements: A natural person or an entity.
Procedure for Membership: The member may acquire an interest in the LLC directly from the limited liability company at the time of formation and, after formation, at the time provided in and upon compliance with the Articles of Organization or the operating agreement or, if not provided, only upon the vote of a majority in interest of the LLC members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the LLC's operating agreement.
Resident Agent needed for a Vermont LLC
Remember every Vermont LLC must have a registered agent in Vermont, which is the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit. The statutory agent may be an Vermont resident or business entity authorized to do business in Vermont. The registered agent must have a physical Vermont street address.
Vermont Secretary of State
Once you create an LLC in Vermont, the Vermont Secretary of State will require that certain recurring responsibilities and duties be fulfilled. The most important of these are explained below.
For further information, contact the Vermont Secretary of State.
Recurring Responsibilities and Duties for Vermont LLCs
Annual Report: Each limited liability company shall provide an annual report to the Vermont Secretary of State regarding its financial condition to each of its members. The report is due within 2 months of the end of the LLC's fiscal year. The filing fee is $25 for a Vermont LLC and $125 for a foreign LLC.
Business Licenses: Business licenses and/or permits are required for most businesses. Contact the Vermont Secretary of State for specific licenses.
Filing Fees for a Vermont LLC
The processing fee for the Articles of Organization is generally about $100. Also, the filing and reservation of the LLC's name is $20. These fees can change so it would be best to check with the Vermont Secretary of State on what the latest fees are. You may pay these fees in many different forms including, check or debit and credit cards, depending on how you send your form.
Taxes for a Vermont LLC
A Vermont LLC is not required to be a separate tax entity like a corporation; instead, it can be considered a "pass-through entity," so that the owners of the LLC report business losses or profits on their personal tax returns, just like in a partnership.
Vermont state law follows federal law for income tax purposes, but also requires a state identification number for the Vermont LLC.
Federal Income Tax: Unless you elect to tax the limited liability company as a corporation, the IRS will treat a single-member LLC in Vermont as a sole proprietorship for tax purposes. This means that the LLC itself does not have to pay taxes or file a tax return. Unless you elect to tax the Limited Liability Company as a corporation, the IRS treats multi-member LLCs as partnerships for tax purposes. This means that LLC owners will each need to pay taxes on their lawful share of the profits on their personal income tax returns, not just on the LLC itself.
Federal Tax Identification Number: Your LLC will need to obtain a federal tax identification number, which is also known as an Employment Identification Number (EIN). An EIN is similar to an individual's social security number. You will need an EIN for your LLC as long as there is one member, even if the LLC does not have employees. For certain tax filing requirements the attorney you choose on UpCounsel can help prepare your Federal Tax ID Application, if you have not done so already.
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