Vermont S Corp Formation

Vermont S Corporation Formation

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Steven S.

Steven Stark

293 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

207 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

157 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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Shanika W.

Shanika Weerasundara, Attorney, Mba

2 reviews
Shanika Weerasundara uses her experience in product development, corporate law, and finance to help her clients. She has over 8 years of experience and works with all types of clients including international agencies, startups, and even corporations. Shanika first started practicing commercial law in Sri Lanka and has brought her knowledge and willingness to help to Seattle. Having represented many top name clients, Shanika is ready to help you navigate business and corporate law.
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Nicolas G.

Nicolas Gold

Nicolas Gold is a general business attorney who fundamentally focuses on intellectual property law and commercial contracts. He has more than 20 years of experience and is licensed to practice law in California. Some of the clients that Nicolas has represented includes the Jelly Belly Candy Company, Geo M Martin and Medallia. Nicolas has exceptional experience in providing legal assistance to startup companies. He has been an attorney at Gold Business & IP Law since 2014.
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Jessica P.

Jessica Pearce

2 reviews
Jessica is a member of the Pearce Law Firm, a small firm in New York City focused on providing individuals and businesses with high-caliber advice and representation. She has experience supporting individuals, startups, small businesses, and Fortune 500 companies in a variety of different matters. Jessica is fluent in French, loves the NY Mets, and playing with her dog.
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John M.

John Mccarthy

2 reviews
John McCarthy has been a corporate attorney for the past decade. He is licensed to practice law in California and obtained his J.D. in law after he graduated from the Thomas Jefferson School of Law. John has won several awards for his career as a corporate attorney, including the Best of the Bar award by the San Diego Business Journal. Since January 2010, John has been managing his own law firm, McCarthy Law.
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Steve W.

Steve Wallace

21 reviews
After working for 10 years at large law firms, Steve Wallace founded the Wallace Law Group, P.L., where he specializes in commercial and residential real estate, corporate securities, and foreign investment in the U.S. He represents clients across the country as well as in Europe, South America, and the Middle East. Mr. Wallace is licensed to practice in Florida, Texas, and New York.
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Carlos Eduardo V.

Carlos Eduardo Vergueiro

A coveted Corporate Law attorney from Sao Paulo, Brazil, Carlos Eduardo Vergueiro boasts an impressive education, even by attorney’s standards, including a J.D. from Columbia Law and a PhD in Philosophy. His practice currently focuses on Foreign Investments in Brazil, Company Formations, Securities Regulation, Capital Markets, Mergers and Acquisitions, Non-Profits, and Corporate Governance.
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Nadia M.

Nadia Munoz

Nadia’s Munoz’s law firm, Munoz Law PC, has a simple mission: provide affordable legal services to startups. Nadia hopes to empower and teach business owners about how to make informed business decisions and, ultimately, create a successful business. Creating client-attorney relationships is important to her and she will make sure she knows your business inside and out in order to provide the best legal advice possible.
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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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