Vermont S Corp Formation

Vermont S Corporation Formation

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Steven S.

Steven Stark

258 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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Richard G.

Richard Gora

153 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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Joshua G.

Joshua Garber

188 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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Robin S.

Robin Sosnow

2 reviews
Robin Sosnow is a corporate attorney and has been licensed to practice law in New York for the past three years. She primarily focuses on legal cases related to securities and finances, as well as real estate law. Robin often works with startup companies and entrepreneurs. She obtained her legal degree from the Suffolk University Law School. Robin has been the principal attorney at her own law office since April 2014.
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Manny A.

Manny Alvarez

As a consumer finance lawyer, Manny Alvarez currently exerts himself as General Counsel and Chief Compliance Officer for Affirm, Inc. In the past, he has held many positions, including the Enforcement Attorney for the Consumer Financial Protection Bureau. He specializes in the company’s day-to-day legal and compliance affairs. He attained his J.D. from the University of California, Hastings College of the Law. His profession vocabulary extends to English, Spanish and French.
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Tyler B.

Tyler Buck

Tyler is an attorney at Wagner & Pelayes LLP. He has practiced civil litigation, constitutional, and administrative law. Tyler managed a caseload of plaintiff and defense litigation, including personal injury, civil rights, and employment law. He offers fast, flexible, and reliable legal services. He can determine whether a flat fee rate or hourly billing makes most sense for clients.
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Adrian R.

Adrian Resendez

Adrian Resendez is an attorney at law who has recently been licensed to practice law in Texas. He obtained his Juris Doctor degree from the Texas A&M School of Law. Adrian specializes in drafting, negotiating and reviewing commercial contracts. He is also experienced in immigration law, as well as labor and employment law. In January 2016, Adrian founded the Resendez Law Firm, where he now acts as the owner and principal attorney.
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Jeremy F.

Jeremy Fancher

Jeremy Fancher is a commercial attorney with three years of experience. He is licensed to practice law in California and obtained his Juris Doctorate degree in law from the University of Michigan. Jeremy primarily specializes in reviewing, drafting and negotiating commercial contracts. He is also experienced in labor and employment law. Jeremy has been serving as an associate and a commercial litigation attorney at Bryan Cave since October 2015.
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Christopher K.

Christopher Kinnaman

A managing attorney, Christopher Kinnaman focuses his practice on estate planning, business, taxation, and real estate. He was top of his class at Florida Coastal School of Law, during which time he gained experience working for the deputy chief administrative officer for the office of the mayor. Having achieved the rank of Eagle Scout, Mr. Kinnaman volunteers as an assistant scoutmaster.
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Bradon C.

Bradon Connor

Short Bio Short Bio Short Bio Short Bio Short Bio Short Bio Short Bio Short Bio Short Bio Short Bio Short Bio Short Bio Short Bio Short Bio Short Bio Short Bio Short Bio Sh... read more
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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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