Vermont S Corp Formation

Vermont S Corporation Formation

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Steven S.

Steven Stark

310 reviews
For over 30 years, Steven Stark has offered counsel to non-profit organizations and private companies. He has a passion for helping small businesses in particular since he himself started several businesses of his own in New York and Florida. He understands the importance of small businesses having a reliable attorney to advise them about legal matters from their inception.
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Joshua G.

Joshua Garber

218 reviews
Representing notable clients like Tesla and the City of Los Angeles, Josh Garber excels at helping clients with employment and labor laws. Many of his past clients have had great success using Josh for employment agreements and Division of Labor Standards Enforcement (DLSE) hearings. With his practical advice, he has even helped clients avoid going to court.
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Richard G.

Richard Gora

163 reviews
Looking for an attorney with experience? Richard Gora is the exact attorney you want. Having defended over 100 cases both in state and federal courts and working with clients from around the globe, Richard has an array of different experiences. His services are wide-ranging and include business litigation, securities litigations, employment litigation, and business counsel. Prior to founding Gora LLC, he worked for Finn, Dixon & Herling LLP for eight years.
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Paul H.

Paul Holley

Paul Holley is a business lawyer that has been licensed to practice law in New York for the past five years. He combines his expertise as an entrepreneur and his skills as a lawyer to better assist his clients. Paul focuses on offering legal assistance to startup companies and entrepreneurs. He is exceptionally skilled in drafting and negotiating commercial contracts. Paul has been an attorney at Goldberg & Lasson for the past five years.
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Tanner A.

Tanner Ainge

2 reviews
Tanner Ainge is a corporate attorney who has been practicing law for half a decade. He is licensed to serve corporate clients in Illinois and obtained his degree in law from the Northwestern University School of Law. Tanner is experienced in mergers and acquisitions, as well as real estate law. He is also skilled in reviewing, drafting and negotiating commercial contracts. Tanner recently served as a general counselor at Caretrust Reit Ensign Group for over three years.
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Tanner L.

Tanner Lakey

Tanner Lakey is an attorney at law who serves corporate clients in Florida. He attended the St. Thomas University School of Law, where he obtained a J.D. in law after his graduation. Tanner specializes in trademark and copyright law. He has represented numerous corporate clients, including CoFit Inc and The 413 Lifestyle. Tanner has been serving as the legal affairs advisor at The Brewer Group since January 2017.
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Asdaq W.

Asdaq Wahid

1 review
Asdaq Wahid has over two decades worth of experience as a business lawyer. He graduated with a Juris Doctor degree in law from the George Washington University Law School. Asdaq also has an honors degree in legal research and writing. He is licensed to practice law in California. Asdaq specializes in labor and employment law. He is also experienced in dealing with commercial contracts. Since May 2017, Asdaq has been serving as a legal counselor at Harwell and Wahid Attorneys.
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Juan C.

Juan Cervantes

2 reviews
Juan Cervantes is a corporate attorney that primarily focuses on business-related immigration matters. He has been licensed to practice law in Virginia for two years. Apart from his expertise as an immigration attorney, Juan also has experience in dealing with business formations and commercial contracts. He received his legal degree from the Liberty University School of Law. Juan has been a partner at Cervantes & Cervantes since February 2017.
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Kyle L. S.

Kyle L. Stone, Esq.

Kyle Stone is an attorney at law that mainly focuses on contract law. He targets the entertainment and sports industries, primarily, but also has experience in dealing with other corporate clients. Apart from his experience with contracts, Kyle also has experience with legal matters that concerns business formation, business operations and trademarks. Kyle is the underwriting manager at the National Interstate Insurance Co. He was also the CEO of The KLS Group between 2013 and 2016.
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Simón C.

Simón Cantarero

Simon Cantarero is a corporate legal counselor with 13 years of experience. He is licensed to practice law in Utah and obtained his Juris Doctor degree in law from the Brigham Young University – J. Reuben Clark Law School. Simon is exceptionally skilled in drafting, reviewing and negotiating commercial contracts. He also deals with mergers and acquisitions. Between January 2016 and May 2017, Simon served as an associate general counselor at Lifevantage Corporation.
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Why use UpCounsel to hire a Vermont S Corporation Formation Attorney?

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Why use UpCounsel to form an S Corporation in Vermont

Starting an S Corporation in Vermont with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our S Corporation attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for an S Corporation.

When forming an S Corporation in Vermont with UpCounsel, the attorney you choose to help you will conduct a business name search for your Vermont S Corporation and assist you in preparing your S Corporation Operating Agreement, along with providing other legal services based on your needs. Once your Articles of Incorporation have been prepared and successfully filed with the Vermont Secretary of State, your Vermont S Corporation has been formed and begins its existence as a corporate entity.

However, a corporation does not register as an S Corporation with the Secretary of State. It registers as a corporation with the state and then may file for S Corporation status with the IRS. S Corporation status is a taxation category which provides income tax advantages to small businesses.

Choosing a Company Name for Your S Corporation

One of the first steps in the process of forming your S Corporation is to choose your business name.

The business name that you choose must contain the words "incorporated", "corporation", "limited", or "company", or an abbreviation of these words. The name may not indicate or imply that the corporation is organized for a purpose other than one permitted by state law or its articles of incorporation. It must be distinguishable (not the same as or deceptively similar to) the name of an S Corp or foreign S Corporation reserved or registered.

Your S Corporation 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 S Corp before filing to see which names are available. Once you have chosen an available name, your chosen S Corporation attorney can help you properly register your name with the State of Vermont.

Requirements for Forming a Vermont S Corporation

Articles of Incorporation: When forming an S Corporation in Vermont, the Articles of Incorporation must be filed with the Vermont Secretary of State. Vermont state law requires that certain information be included in your Articles of Incorporation when forming your Vermont S Corporation.

This information must include:

  1. The S Corporation name and address.
  2. The purpose of the S Corporation.
  3. The name and address of the registered agent for service of process on the S Corporation.
  4. The number of shares, and their class, that the S Corporation is authorized to issue.
  5. The name and addresses of each of the incorporators.
  6. Name and address of the board of directors.

Additionally, a Vermont S Corporation formation generally requires inclusion and/or consideration of the following:

S Corporation Qualification Requirements: For a corporation to qualify as an S Corporation for tax purposes, it must meet the following requirements:

  1. Must be a domestic corporation.
  2. Have only allowable shareholders including individual, certain trusts, and estates; and may not include partnerships, corporations or non-resident shareholders.
  3. Have only one class of stock
  4. Have no more than 100 shareholders
  5. Not be an ineligible corporation (i.e. certain financial institutions, insurance companies, and domestic international sales corporations).

Additionally, a Vermont S Corporation formation generally requires inclusion and/or consideration of the following:

S Corporation Operating Agreement: Although the S Corporation Operating Agreement is not required with the Articles of Incorporation, it is a good idea for every S Corporation with more than one member to have one. The Articles of Incorporation may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members. If you do choose to adopt an operating agreement, it does not have to be filed with the Secretary of State, but should be kept on file by the registered agent.

Membership: A S Corporation 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 S Corporation directly from the S Corporation at the time of formation and, after formation, at the time provided in and upon compliance with the Articles of Incorporation or the operating agreement or, if not provided, only upon the vote of a majority in interest of the S Corporation members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the S-Corp's operating agreement.

Business Licenses: Business licenses and/or permits are required for most S-Corp's offering specific professional services. Contact the Vermont State Corporations Commission for specific licenses.

Resident Agent needed for a Vermont S Corporation

Remember every Vermont S Corporation 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 S Corporation 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 S Corporations

Annual Report: Each S Corporation 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 S-Corp's fiscal year. The filing fee is $35.

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 S Corporation

Filing of the Articles of Incorporation must be made with the Vermont Secretary of State in which the S Corporation was organized, along with the appropriate state filing fee. The fee for this is $135 and the Articles may be emailed or mailed along with the fee. Keep in mind that fees can be subject to change, so make sure to refer to the Vermont Secretary of State for any updates.

Taxes for a Vermont S Corporation

A Vermont S Corporation is a special type of corporation created through an IRS tax election. An eligible corporation can avoid double taxation (once to the corporation and again to the shareholders) by a corporation with a Subchapter S designation by the IRS. A corporation must file a Form 2553 to elect "S" status within two months and 15 days after the beginning of the tax year.

Owners of the S Corporation report business losses or profits on their personal tax returns, and therefore the business itself is not taxed. Each shareholder is responsible for paying taxes on their pro rata share of the S corporation's items of income, deductions, and credits (through a Schedule K-1 form).

Vermont state law follows federal law for income tax purposes. Therefore if a corporation is classified as an association taxable as a S Corporation for federal income tax purposes, so will it be taxable as a corporation for state tax purposes.

Federal Income Tax: An S Corporation does not pay federal income tax.

Vermont State Income Tax: Vermont does not impose an income tax on businesses.

Federal Tax Identification Number: Your corporation will need to obtain a federal tax identification number, which is also known as an Employment Identification Number (EIN). You do not need to get a new EIN after the corporation choose to become a S Corporation. An EIN is similar to an individual's social security number. You will need an EIN for your S Corporation as long as there is one member, even if the S Corporation 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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