Vermont Corporation Formation Requirements

Articles of Incorporation

When incorporating in Vermont, articles of incorporation must be filed with the Vermont Secretary of State. Vermont law requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:

Incorporators

  • Minimum Number of Incorporators – One or more
  • Eligibility Requirements – An incorporator must be a natural person of majority age
  • Duties – Delivering articles of incorporation to the Secretary of State for filing
  • Listing Requirements – The name and address of each incorporator must be listed

Corporate Purpose

  • Vermont allows a corporation to be formed for any lawful business activity, subject to state regulation over certain industries

Director Information

  • Minimum Number of Directors – One or more
  • Eligibility Requirements – None. The articles of incorporation or bylaws may prescribe qualifications for directors
  • Listing Requirements – Not required in the articles

Officer Information

  • Officers are not required to be listed in the articles of incorporation

Stock Information

  • The number of shares the corporation is authorized to issue
  • The classes of shares, if any, and the number of shares in each class that the corporation is authorized to issue
  • One or more classes of shares that together have unlimited voting rights
  • One or more classes of shares (which may be the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution

Other Required Listing Information

  • The street address of the corporation’s initial registered office and the name of its initial registered agent at that office

Optional Provisions

The state also permits optional provisions to be integrated into the articles of incorporation for those incorporating in Vermont who wish to formalize additional criteria, such as:

  • The names and addresses of the initial directors
  • The corporate purpose(s)
  • Regulating the powers of the corporation, its board of directors, and shareholders
  • Provisions managing the business and regulating the affairs of the corporation
  • Provisions establishing the designations, preferences, limitations, and relative rights of share classes
  • A par value for authorized shares or classes of shares
  • Limitations on a director’s liability for money damages to the corporation or its shareholders in certain situations
  • Shareholder personal liability for corporate debts in certain situations

United Agent Services allows you to designate whether any or all of these provisions should be included.

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