Articles of Organization
In any Vermont LLC formation process, articles of organization must be delivered to and filed with the Secretary of State. State law requires that certain information be included in your articles of organization during the Vermont LLC formation process. This information must include:
- The company name
- The duration of the LLC (this period may be perpetual or for a set amount of time)
- The street address of the registered office and the name and street address of the registered agent (If you do not have a registered agent, United Agent Services can arrange to be your legal agent – see below for additional details)
- The name and address of each organizer
- A statement that the company will be managed by a manager or managers, if applicable, and the name and address of each initial manager
- A statement as to whether the members of the LLC are to be personally liable for the debts and obligations of the LLC, if applicable
- The signature of a manager, member, organizer, fiduciary or trustee and the capacity of the signer
Your LLC is considered organized once an original and a duplicate copy of the articles of organization are delivered to the Secretary of State with the proper filing fee and the Secretary of State determines that they are in compliance with state requirements. The Secretary of State endorses both copies but retains the signed original and returns the duplicate copy to the LLC or its representative. The document is effective as of the day and time it is filed or if a date and time is indicated the document is effective as of the date and time stated.
Additionally, Vermont LLC formation requires inclusion and/or consideration of the following:
Although not required, LLC members may adopt an operating agreement to regulate the affairs of the company, which may also be amended and repealed as allowed by the agreement or applicable law. The articles of organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If the operating agreement conflicts with the articles of organization, the operating agreement controls as to managers, members and members’ transferees and the articles of organization control as to all other persons.
A limited liability company must have one or more members. Requirements:
- Minimum Number of Members: One or more
- Eligibility Requirements: A member must be an individual
- Procedure for Membership: The member may acquire an interest in the LLC with the consent of a majority of the members
Resignation of Membership
A member can resign from a LLC; however, certain prohibitions exist surrounding the ability of a member to resign from the company.
- A member may not resign from a LLC except in accordance with the operating agreement or articles of organization
- A member may not resign from a LLC before a minimum term set for membership set out in the operating agreement or articles of organization
- A LLC may pursue certain remedies for any damages suffered by the LLC as a result of the resignation
The contributions of a member to the limited liability company may be in cash, property, promissory notes, services previously rendered, or other obligation to contribute cash, property, or contracts for services to be rendered.