Limited Liability Company

A limited liability company (LLC) is a business structure that affords particular liability and tax benefits to its members. A shareholder or owner of an LLC is called a member.

Types of Limited Liability Companies

Basic LLC Types

There are two types of LLCs from which all applicants must choose::

  • Member-managed: An LLC that is managed solely by its member(s).

  • Manager-managed: An LLC that is managed by at least one director. A director of an LLC is called a manager. A manager is a person appointed by the member(s) to manage the LLC.

Specialty LLC Types

Additionally, both member-managed and manager-managed LLCs, provided they meet certain requirements, may elect to be one the following specialty types:

  • Professional LLC (PLC): This LLC structure allows certain professionals such as health care, financial, legal, and real estate appraisers to operate as a corporation. Only professionals individually licensed by the state of Vermont may organize as a PLC.
  • Low-profit LLC (L3C): This LLC structure allows for the creation of an LLC that would be a hybrid of a nonprofit and for-profit entity designed to attract private investments and philanthropic capital in ventures designed to provide a social benefit.

View more information about low-profit LLCs (L3C).

Foreign (Non-Vermont) LLCs Doing Business in Vermont

If you are an existing out-of-state LLC/PLC/L3C and wish to do business in Vermont, you need to obtain a Certificate of Authority from the Office of the Secretary of State. This is accomplished by using the Application for Certificate of Authority (LLC) form below. Please note that you will need a Certificate of Good Standing from your home state to submit with your application.

Limited Liability Company Law

Please visit Title 11, Chapter 21 of the Vermont Statutes Online for more information.

STOP: Before you get started, we recommend that you consult with an attorney, accountant, or business advisor about which business structure is best for you.

Registering a Limited Liability Company

To create a Vermont (domestic) LLC, PLC, or L3C:

You will need to file a document called the Articles of Organization. The form is simple and asks basic questions about your new company such as its name, address, registered agent, and business purpose:

To register a non-Vermont (foreign) LLC

You will need to apply for a Certificate of Authority to do business in the state of Vermont:

Once registered, you must renew your LLC registration each year. For renewal information, please see “Manage Your Registration.”

Name Availability

Do not invest in websites, banners, advertisements, or other marketing materials until you receive a certificate confirming your ownership of the requested name.

The state of Vermont operates under a “deceptively similar” standard. Under this standard, if the requested name is so similar to an already registered name, such that it would confuse the public as to whom they are dealing with, it will be rejected.

All registrations with the Office of the Secretary of State are subject to name availability rules. Please search our online database for your desired business name to avoid any obvious conflicts:

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Coming soon: All registration, management, and closing functions will occur via our  Online Business Service Center.

This page was last updated: 2014-08-28