If you're looking to start your business in Vermont, you should consider forming a limited liability company (LLC). An LLC is a popular business structure for small business owners because it offers owners limited liability from business debts. It also has a flexible management structure and tax advantages.
Follow these steps to create an LLC in Vermont. For more information on how to form an LLC in any state, see our article on how to start an LLC. You can also use our online LLC formation service to register your LLC.
The first step to forming an LLC is choosing a name for your business. Vermont, like other states, has rules and restriction for LLC names.
LLC name must be distinguishable. Your LLC's name must be distinguishable from the names of other business entities already on file with the Vermont Secretary of State (SOS). You can check which business names are available using the SOS's business name database. (Vt. Stat. tit. 11, § 4005 (2024).)
LLC name must include an entity designator. Under Vermont law, your LLC name must contain the words "limited liability company" or "limited company" or one of the following abbreviations:
In addition, you can abbreviate the words "limited" to "Ltd." and "company" to "Co." (Vt. Stat. tit. 11, § 4005 (2024).)
Name reservation. You can reserve an available business name for 120 days by filing a name reservation application with the SOS. You can file the application online through the SOS's Online Business Service Center. As of 2024, the fee to reserve a name is $20. (Vt. Stat. tit. 11, § 4006 (2024).)
Using an assumed business name. When doing business out in the real world, you don't have to use your LLC's official legal name as it appears on your articles of organization. You can instead use an assumed business name, sometimes called a "DBA" (short for doing business as), or "fictitious name," or "trade name." If you want to use a name other than your LLC's legal name, you must register the assumed name with the SOS. You can register your assumed business name online via the SOS's Online Business Service Center. As of 2024, the fee to register an assumed business name is $50. (Vt. Stat. tit. 11, § 1623 (2024).)
Every Vermont LLC must have an agent for service of process (called a "registered agent") in the state. This agent is an individual or business entity that agrees to accept legal and government papers on the LLC's behalf during business hours. For example, a registered agent would be expected to receive and forward court documents to the LLC if someone sues the company.
In Vermont, a registered agent must be either:
The registered agent must have a physical street address in Vermont.
(Vt. Stat. tit. 11, § 4007 (2024).)
You can create a Vermont LLC by filing Articles of Organization with the SOS. The articles must at the very least include:
(Vt. Stat. tit. 11, § 4023 (2024).)
You can file the articles online through the SOS's Online Business Service Center. You can also file by mail. To file by postal mail, you must complete the online filing process and select the mailing option. The SOS prefers online filings and the turnaround time is quicker versus mailed filings.
As of 2024, the filing fee is $125.
In Vermont, an LLC can—but isn't required to—have an operating agreement. While an operating agreement isn't legally required, it's highly recommended that your LLC creates one. Moreover, the operating agreement should be in writing. However, you don't need to file this document with the state.
An operating agreement regulates and governs:
(Vt. Stat. tit. 11, § 4003 (2024).)
Your operating agreement is the primary document that establishes the rights, powers, duties, liabilities, and obligations of the members among themselves and to the LLC. This internal document should also specify the LLC's management structure. Your LLC can be managed by the members (member-managed) or appointed managers (manager-managed).
An operating agreement has many advantages. It can help preserve your limited liability by showing that your LLC is truly a separate business entity. In addition, investors and banks typically like to see an LLC's operating agreement when determining whether to invest or loan money to the company. Moreover, the operating agreement ensures that all current and future members and managers are on the same page about the LLC's operations.
In the absence of an operating agreement, state LLC law will govern how your LLC operates.
For help creating an LLC operating agreement, you can use our online LLC formation service.
Other tax and regulatory requirements might apply to your LLC. For instance, your LLC might need to obtain an EIN, apply for business licenses and permits, and register for business taxes.
EIN. If your LLC has more than one member, it must obtain a federal employer identification number (EIN), even if it has no employees. If you form a single-member LLC, you must obtain an EIN for your LLC only if you'll have employees or you elect to have your LLC taxed as a corporation instead of a sole proprietorship (disregarded entity). You can obtain an EIN by completing an online EIN application on the IRS website. There's no filing fee.
Business licenses. Depending on your LLC's business activities and location, your LLC might need to obtain local and state business licenses. For local licenses, check with the clerk for the city where your LLC will conduct its business (or county if it is in an unincorporated area). Vermont doesn't require a general business license at the state level. You can find information about professional and occupational licenses on the SOS's Office of Professional Regulation website.
Vermont Department of Taxes. In some cases, for example, if you have employees or will be selling goods and collecting sales tax, you'll need to register with the Vermont Department of Taxes (DOT). You can register for a business tax account online with the DOT. For more information on state LLC tax registration, check out our article on LLC annual report and tax filing requirements in Vermont.
If you'd prefer personalized legal help at this stage or at any point in the process, talk to a Vermont business or tax lawyer. They can help you with your business registrations, tax and regulatory obligations, and organizational documents.
Here are some other questions you might have about your Vermont LLC.
If you're just starting your business or have already been operating as a sole proprietor, you should consider forming an LLC. LLCs limit an owner's personal liability for business debts and lawsuits and offer a lot of flexibility when it comes to ownership, management, and taxation of the business.
To learn more about LLCs and decide if it's the right business structure for you, see our article on LLC basics.
Below are the fees (as of 2024) you might need to pay to form your LLC in Vermont:
Filing on your own is often the cheapest option, but completing all of the forms and filing them yourself can be complicated. Hiring a lawyer is another option, but it will often cost you hundreds, if not thousands, of dollars in the process. If you'd like help completing all the filings, try our online LLC formation service.
To learn more about the costs associated with forming and running an LLC, see our article on how much it costs to form an LLC.
All Vermont LLCs and foreign LLCs authorized to do business in the state must file an annual report with the SOS. The report is due within three months of the end of the LLC's fiscal year. For example, if your fiscal year matches the calendar year (ends in December), your annual report is due any time between January 1 and March 31.
You must file the annual report online via the SOS's Online Business Service Center. As of 2024, the annual report filing fee is $35 for a Vermont LLC and $140 for a foreign LLC.
(Vt. Stat. tit. 11, § 4033 (2024).)
For more information, read our article on LLC annual report and tax filing requirements in Vermont.
Apart from annual reports, your LLC will need to file and pay applicable taxes to the local, state, and federal governments. In addition, your LLC might need to obtain and periodically renew any required general or special business licenses or permits. You'll be responsible for keeping track of these maintenance requirements to keep your LLC in good standing and legally compliant.
Starting in 2024, all LLCs were previously required to submit a beneficial ownership information (BOI) report to the Financial Crimes Enforcement Network (FinCEN), a bureau of the U.S. Department of Treasury. However, in March 2025, after some constitutional challenges, FinCEN revised the BOI reporting rule so that the requirement only applies to companies created outside the U.S. So, if you form your LLC within the U.S., then you no longer need to worry about the BOI reporting requirement.
You're not required to have an operating agreement in Vermont. But it's highly advantageous to have this foundational document. An operating agreement will help protect your limited liability status, prevent financial and managerial misunderstandings, and ensure that you decide on the rules governing your business instead of state law by default.
Yes. If you formed your LLC outside of Vermont but want to do business in the state, you must register your foreign LLC with the state.
To register your LLC, you must file an Application for Certificate of Authority with the SOS to transact business in Vermont. You must include with your application a certificate of good standing or similar document (such as a certificate of existence) from your home state dated no later than 90 days from the date of filing. Your LLC must designate a registered agent in Vermont.
You can file the application online through the SOS's Online Business Service Center. As of 2024, the fee to file an Application for Certificate of Authority is $125.
Before filing, make sure your LLC's name is available in Vermont by checking the state's business name database. If your LLC name isn't available in Vermont, you must adopt an alternate name. Your foreign LLC can register an assumed business name just like any domestic LLC.
(Vt. Stat. tit. 11, §§ 4111 and following (2024).)
To learn more about foreign registration, read our legal guide to qualifying to do business outside your state.
Yes. For most formation purposes, a Vermont single-member LLC is considered the same as a multi-member LLC. The steps to form a single-member LLC in Vermont are the same as those listed above.
Single-member LLCs do have additional flexibility when it comes to filing a tax return. To learn more, see our article on how single-member LLCs pay federal income tax.
Yes. If you provide a licensed professional service in Vermont and want to form an LLC, you can form a professional LLC (PLLC). You form a professional LLC in the same way that you form a regular LLC—by filing Articles of Organization with the SOS.
Examples of providers of professional services include architects, attorneys, dentists, certified public accountants, physicians, and more. Generally, if you provide a service that requires you to obtain a Vermont state license before practicing, then you provide a professional service.
In general, your PLLC will follow the same laws as professional corporations in Vermont. Your LLC's members will be treated as shareholders and its managers will be treated as directors. Your PLLC's name must include the word "professional" or the abbreviation "PLC" or "PLLC" with or without periods.
(Vt. Stat. tit. 11, § 4011 (2024).)
If you want to close your business, you should legally dissolve your LLC to limit your liability for lawsuits and government fees. To dissolve an LLC in Vermont, you should:
(Vt. Stat. tit. 11, §§ 4101 and following (2024).)
You'll also need to close your tax accounts and take any other steps necessary to close out your business. See our article on what you need to do when closing your business for more in-depth information and guidance.
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