Staying compliant in Vermont

How does the Vermont annual report work?

The report is due within three months after the end of the LLC's fiscal year (11 V.S.A. § 4033), the fee is $45, and the state's filing guidance counts the window from the fiscal year end on record.^{1, 2}

That last phrase is the part to get right. Vermont does not use a single statewide due date for LLCs. The Secretary of State's page gives LLCs three months (LLC/PLC/L3C) following the fiscal year end on record, while profit corporations get two and a half months (Profit Corps.). If your LLC uses the calendar year, the window closes at the end of March. If you chose a different fiscal year, count from that date instead, and confirm what the state has on record for you.³

How to file it

Online filing is the Secretary of State's preferred method, and online filings are normally less than 1 business day. Mail filings take 7 to 10 business days to process, so a paper report sent near the deadline is cutting it close. Your full set of options is Online (preferred, no extra fee), by mail, or walk-in at 128 State Street, Montpelier.⁴

What the report asks

The pages checked for this guide don't list the report's fields, so they don't say whether the report can update your agent or designated office. The filing written for those changes is the Statement of Change under 11 V.S.A. § 4008. Ask the Secretary of State whether the report can record them as well.²

For background on how these filings work elsewhere, see annual reports explained. If you own LLCs across the region, compare staying compliant in New Hampshire and staying compliant in Maine.

Does Vermont charge LLCs a franchise tax?

The Vermont tax facts gathered for this page describe a business entity income tax rather than a franchise tax. It applies to LLCs electing partnership or S-corporation treatment, is filed on Form BI-471, and there is generally a $250 minimum tax.⁵

That tax is handled by the Vermont Department of Taxes, not the Secretary of State, so it runs on its own calendar.

The page the figure comes from says nothing about single-member LLCs that keep the default federal treatment. If that describes you, ask the Department of Taxes which return applies, and a tax professional can check how your election affects the bill. The IRS sets federal deadlines separately. Keep all of these on a different list from your Secretary of State dates.

What happens if a Vermont LLC misses its annual report?

The Vermont facts gathered for this page don't include a late fee for an LLC annual report. The consequence they do describe is termination: the LLC can be terminated, and reinstatement under 11 V.S.A. § 4034 means catching up on every missed year.²

The cost of coming back is set per year. A terminated LLC pays $35 per year missed, plus the overdue annual report(s) and annual report fee(s). So an LLC that ignored several reports owes several report fees and several reinstatement fees together, and the bill grows each year it waits.²

One rule works in the owner's favour: reinstatement relates back to and takes effect as of the effective date of termination.²

Waiting also puts the name at risk (name protection lost if not filed within five years of the due date), after which another business may be able to claim it. If the name is on your contracts, bank account or website, act well before then.²

Ask the Secretary of State which years are outstanding before you file, and talk to a lawyer if the LLC signed contracts or was sued while terminated. What a missing agent can mean is covered on the Vermont agent requirements page.

How do you keep your Vermont agent and designated office current?

You keep an agent on record who is either an individual resident of this State or a business organization that has a place of business in, and is authorized to conduct business in, this State (11 V.S.A. § 1655), plus a designated office for notices, and you file a Statement of Change under 11 V.S.A. § 4008 for $35 when either changes.^{2, 6}

The designated office has looser rules than the agent: it may but need not be located in this State. Owners who move out of Vermont can usually keep the same office address for notices, but they cannot keep acting as their own agent once they no longer live here.⁶

When an agent resigns, it files with the Secretary of State and delivers a copy to the LLC, and the agency ends 30 days after the Secretary files it, or sooner if a new agent takes over. That copy can only reach you through the contact details the agent has, so keep them current. The steps for switching, including filing before cancelling, are on how to change an agent for service of process and how to cancel an agent service.⁶

What providers' compliance features cover

The agent services compared here publish reminders, annual report filing or both, as general offers rather than Vermont-specific ones. Here they are in the order of our score.

• Tailor Brands says its agent sends reminders and, if you instruct it, can even file your annual report; report filing comes with its Essential and Elite plans.^{7, 8}
• ZenBusiness lists Annual Report Filing $100 per report and Worry-Free Compliance $199/year.⁹
• LegalZoom charges $99 + state filing fees for its report service.¹⁰
• Bizee (formerly Incfile) includes Free lifetime compliance notifications with its agent service.¹¹
• Swyft Filings sells ComplianceGuard $199/year.¹²
• doola lists annual report notifications.¹³
• Northwest Registered Agent files reports for $100 + state fees, Rocket Lawyer for $100 with Pro membership, excluding state fees, InCorp Services for $89 + state fees and Harbor Compliance for $199 per state per year plus filing fees.^{14, 15, 16, 17}

Two Vermont points apply to any of them. A reminder service needs your fiscal year end to compute the deadline, so check it holds the right date rather than assuming a calendar year. And a filing service submits what you give it: a stale agent or designated office stays stale unless you tell the provider.

Renewals are the other recurring cost. Tailor Brands renews at $199/year, ZenBusiness at $199/yr, Bizee (formerly Incfile) at $149/year and InCorp Services at $129 per year. Harbor Compliance requires notice of non-renewal at least 90 days before the end of the current term. Full terms are on the Vermont agent for service of process comparison, and services with compliance tools compares the features across states.^{18, 19, 20, 21, 22}

What does a Vermont LLC compliance calendar look like?

The calendar hangs on your fiscal year end. The example below assumes a calendar fiscal year; shift each date if yours differs.

Year one

1. File the Articles. Formation itself is covered in the Vermont LLC formation guide, and the fees are added up on the cheapest ways to form a Vermont LLC.
2. Write down your fiscal year end, since every later Secretary of State deadline is counted from it.
3. Confirm your agent's email and address on file, and note the date your agent service renews.
4. Taxes. If the LLC elected partnership or S corporation treatment, ask the Department of Taxes when Form BI-471 is due.⁵
5. Ask the Secretary of State whether a fiscal year that ends soon after formation triggers a report, since the sources checked here don't say.

Year two and later

1. File the annual report within three months after the end of the LLC's fiscal year, which for a calendar-year LLC ends with March. The fee is $45.²
2. Check the agent and designated office as you file, and send a Statement of Change ($35) if either moved.²
3. Decide on your agent service before its renewal or notice date.
4. Repeat each year. If missed reports lead to termination, reinstatement adds $35 per year missed on top of each overdue report and fee.

This calendar is written for Vermont LLCs; a foreign LLC registered here with an Application for Certificate of Authority can confirm its own filing duties with the Secretary of State. The terms used on this page are defined in the glossary, and what an agent for service of process does explains the role.²