Vermont S Corp Formation

Vermont S Corporation Formation

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Steven S.

Steven Stark

451 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 Garber

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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 Gora

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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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Eric C.

Eric Chung

10 reviews
Eric Chung has had experience as a General Counsel, chief compliance officer, corporate lawyer, fund-formation lawyer and a real estate lawyer. Eric has worked for companies such as Atmel Corporation and Protiviti Inc. He is currently the Founder of the Officer of Lighthaven Capital Management, LLC - his main focus areas include Corporate Governance and Fundamental Analysis. In 1996, he graduated with his J.D. from the Vanderbilt University Law School.
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Odini G.

Odini Gogo

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Odini Gogo represents clients in a wide range of matters, with an emphasis on providing compassionate, knowledgeable and efficient representation to individuals and busines... read more
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Sidney S.

Sidney Sadeghi

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Sidney M. Sadeghi is the principal attorney at Sadeghi & Associates, Attorneys at Law, specializing in business law, real estate law, civil litigation and bankruptcy la... read more
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Jennifer K.

Jennifer Kiesewetter

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Jennifer Kiesewetter is a seasoned attorney focusing on providing ERISA & employee benefits, healthcare, human resources, and general corporate counsel and advice to em... read more
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Ruth Mae F.

Ruth Mae Finch, Esq.

Since 1978, Ruth Mae Finch has focused on protecting, enforcing, and defending intellectual property. She has litigated complex infringement cases as well as dilution, cybersquatting, and trade dress matters. Ruth Mae has also represented Fortune 500s like Volkswagen and CareFirst BCBS. As a young prosecutor in Baltimore, Ruth Mae's litigation skills earned her the nickname “First Degree Finch."
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Andrew C.

Andrew Campbell

Andrew Campbell is a business attorney with four years’ experience. He is licensed to practice law in Texas and obtained his legal degree after graduating from the University of Houston Law Center. Andrew specializes in dealing with commercial contracts. He is exceptionally experienced in dealing with mergers and acquisitions, as well as legal issues that affects startup companies. Between 2014 and 2016, Andrew served as an associated at Bakerhostetler.
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Ashley E.

Ashley Elem

Ashley Elem is a licensed New York & New Jersey attorney with a MBA in real estate finance. Elem has extensive experience in the real estate industry working as an atto... 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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