Limited Liability Company (LLC)

Online filing normally takes less than 1 business day. Please allow 7-10 business days for the processing of any filings received by mail. Online filing is the preferred method. There is no extra fee for online filing.

File Online

We recommend that you consult with an attorney, accountant, or business advisor about which business structure is best for you.

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.

Under Vermont's “distinguishable in the records of the Secretary of State” standard, if the requested name is too similar to a business name already on record, it will be rejected. All filings that establish or change a business name are subject to name availability rules. To avoid conflicts, please search our online database for your desired business name.

Management Style

1. Member-Managed LLC
   An LLC that is managed solely by its members(s) (i.e. its owner(s)). An LLC member is an owner of an LLC; in other words, an LLC member is the equivalent of a corporate shareholder.
2. Manager-Managed LLC
   An LLC that is managed by at least one manager. An LLC manager is a person appointed by the LLC member(s) to manage the day-to-day operations of the LLC; an LLC Manager is the equivalent of a corporate director. LLC members may be appointed as an/the LLC manager.

Additional Elections

1. Professional LLC (PLC)
   Allows certain professionals, that are individually licensed in their profession, such as health care, financial, legal, and real estate professionals, to operate as a company. All members, and no fewer than half of any managers appointed must be licensed in the company's profession. 11 V.S.A. §§ 830, 840, and 4011(f).
2. Low-Profit LLC (L3C)
   Under 11 V.S.A. chapter 25, subchapter 11, an LLC may elect to be an L3C if it satisfies the following requirements:
   • The company significantly furthers the accomplishment of one or more charitable or educational purposes within the meaning of 26 U.S.C. § 170(c)(2)(B);
   • Would not have been formed but for the company's relationship to the accomplishment of charitable or educational purposes.
   • No significant purpose of the company is the production of income or the appreciation of property.
   • No purpose of the company is to accomplish one or more political or legislative purposes within the meaning of 26 U.S.C. § 170(c)(2)(D).
3. Block-Chain Based LLC
   Under 11 V.S.A. § 4172, an LLC organized “for the purpose of operating a business that utilizes blockchain technology for a material portion of its business activities may elect to be a Block-Chain Based LLC” if it satisfies requirements of 11 V.S.A. §§ 4172(1), 4173(2) and 4174(a).
   
   For further information, please see 11 V.S.A. chapter 25, subchapter 12.

Foreign (Non-Vermont) LLCs Doing Business in Vermont

If you are an existing out-of-state LLC (regardless of additional elections) and wish to do business in Vermont, you will need to obtain a Certificate of Authority from the Office of the Secretary of State. For more information about filing as a foreign LLC (regardless of additional elections), please see Foreign Business Registration.

Business Name of an LLC

Limited Liability Companies (LLC)

The business name of a limited liability company must end with one of the following phrases or abbreviations thereof:

• "Limited Liability Company" ("LLC" or "Ltd. Liability Co."), or
• "Limited Company" ("LC" or "Ltd. Co.")

Professional LLCs (PLC)

The business name of a professional limited liability company must end with one of the following:

• The word "Professional" with one of the phrases or abbreviations for standard LLCs listed above, or
• The abbreviation "PLC".

Low-Profit LLCs (L3C)

The business name of a low-profit limited liability company must end with the abbreviation "L3C".

Block-Chain Based LLCs

• "Limited Liability Company" ("LLC" or "Ltd Liability Co"), or
• "Limited Company" ("LC" or "Ltd Co")

Duration of LLC

Once initially filed with the Secretary of State, an LLC must file an Annual Report each year to maintain its legal existence. For more information, please see Annual/Biennial Reports.