Profit Corporation

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A profit corporation is a business structure that affords particular liability and tax benefits to its shareholders. The owners of a corporation are called shareholders; the day-to-day operations of the corporation are managed by the director(s) and any appointed officer(s). You can create a new Vermont corporation, or you can register an existing out-of-state corporation who wishes to do business in Vermont.

Basic Types of Corporations

  1. General Corporations
    The general corporation is a standard Vermont corporation.

  2. Close Corporations
    A close corporation is a Vermont corporation, which provided certain conditions be met, may dispense with the formality of having decisions approved by both shareholders and corporate directors.

    • Close corporations are ideally suited for small businesses where the people who own the corporation’s stock also run the business.

    • Close corporations have no more than 35 shareholders and none of the corporation’s shares will be publicly traded.

    • All management decisions are made by the shareholders and are typically the people who are in charge of running the business.

    • As a close corporation that chooses to dispense with the board of directors, you will be required to name the individual(s) in whom the powers of the directors have been bestowed; this, unfortunately, may be a shareholder who does not wish their name to be listed in a public registry. 

Specialty Types of Corporations

  1. Professional Corporations
    A general or close corporation may also choose to be a professional corporation, thereby allowing certain professionals such as health care, financial, legal, and real estate appraisers to operate as a corporation. Only licensed professionals may incorporate as a professional corporation.

  2. Benefit Corporations
    A general or close corporation also may choose to be a benefit corporation under Vermont law, thereby allowing a profit corporation to combine a social mission with that of its financial goals. The benefit corporation is an option for both new and existing for-profit corporations. For more information, please see “Benefit Corporations.”

Foreign (Non-Vermont) Corporations Doing Business in Vermont

If you are an existing out-of-state corporation and wish to do business in Vermont, you need to obtain a Certificate of Authority from the Office of the Secretary of State. For more information about registering as a foreign profit corporation, please see “Foreign Business Registration.”
   

Business Name of a Corporation

Corporations:

The business name of a corporation must contain one of the following words:

  • "corporation" (Corp)
  • "incorporated" (Inc)
  • "company" (Co)
  • "limited" (Ltd)

Professional Corporations:

The business name of a professional corporation must contain 1 of the following phrases or abbreviations:

  • "professional corporation" ("PC")
  • "professional association" ("PA")
  • "limited" ("Ltd")
  • "service corporation" ("SC")

Business names may NOT contain the word "cooperative," nor the abbreviation "coop," unless duly registered with the Secretary of State as a cooperative corporation.      
   

Corporation Law

Please visit Title 11A of the Vermont Statutes Online for more information.
   

Registration Fees

Please see “Fees & Filings” for the costs of registration.
    

Duration of Registration

Once registered, you must renew your corporate registration each year. For renewal information, please see “Annual/Biennial Reports.”

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.

Profit Corporation Registration: Online or by Mail

Do not invest in websites, signs, business cards, or other marketing materials until you receive a certificate confirming the availability and your ownership of the requested name.

The state of Vermont operates under a “deceptively similar” standard. Under this standard, if the requested name is too 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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Online Corporation Filings

Online registration is the preferred method. There is no extra fee and turnaround times are much faster. For information and instructions about online registration, please see our Online Registration Guide. To begin your online registration, please visit the Online Business Service Center:

Log In & Register Online

   

Corporation Filings by Mail

This page was last updated: 2014-11-24