Nonprofit Corporation

This page provides information for nonprofit corporations only. Benefit corporations and low-profit limited liability companies (L3Cs) do not qualify as nonprofits.

To register an unincorporated nonprofit association, please see the Assumed Business Name page.

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 registration is the preferred method. There is no extra fee for online registration.

Register 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 on the record” 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 are subject to name availability rules. To avoid conflicts, please search our online database for your desired business name.

Business Name of a Nonprofit Corporation

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

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

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

Benefit Subtype

Public Benefit: A nonprofit corporation that is

• classified by statute as a public benefit corporation;
• recognized as exempt under section 501(c)(3) of the Internal Revenue Code, or any successor section; or
• is organized for a public or charitable purpose and which upon dissolution must distribute its assets to the United States, a state, or a person which is recognized as exempt under section 501(c)(3) of the Internal Revenue Code, or any successor section. 11B V.S.A. § 17.05(1)-(3).

Mutual Benefit: A corporation that is

• classified by statute as a mutual benefit corporation, or
• does NOT fit within the definition of public benefit corporation. 11B V.S.A. § 17.05(1) and (4).

Registration as a Vermont nonprofit does not confer tax-exempt status under IRS Code 501(c), (e) and (f), or any other federal exemption status with the Internal Revenue Service (IRS). Please contact the IRS for information regarding tax-exemption and how a Vermont nonprofit may become tax-exempt.

Membership Status Subtype

Nonprofit corporations are not required to have members. Whether a nonprofit is a membership organization is determined by whether its articles or bylaws provide for members or membership.

Member means (without regard to what a person is called in the articles or bylaws) any person or persons who on more than one occasion, pursuant to a provision of a corporation's articles or bylaws, have the right to vote for the election of a director or directors. A person is not a member by virtue of any of the following:

1. any rights such person has as a delegate;
2. any rights such person has to designate a director or directors;
3. any rights such person has as a director; or
4. any rights of association, not including the right to vote for the election of a director or directors, created in the corporation's articles of incorporation or bylaws for persons who participate in the activities of the corporation. 11B V.S.A. § 1.40(21).

Membership refers to the rights and obligations a member or members have pursuant to a corporation's articles, bylaws, and Title 11B of the Vermont Statutes Annotated. 11B V.S.A. § 1.40(22).

Charitable Organizations doing business in Vermont

If you are an existing out-of-state charitable organization and wish to solicit for membership 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 nonprofit, please see Foreign Business Registration.

Paid Fundraisers

Under Vermont statutes, all paid fundraisers and paid solicitors who directly or indirectly solicit donations for charitable organizations or charitable purposes are required to register annually with the Vermont Attorney General’s Office and pay a registration fee.

Additional resources and information:

• 9 V.S.A. § 2471(8):
• "UNDERSTAND YOUR RESPONSIBILITIES: GUIDANCE FOR BOARD MEMBERS OF CHARITABLE NONPROFIT ORGANIZATIONS IN VERMONT" published by the Attorney General's Office
• Charities and Paid Fundraisers | Office of the Vermont Attorney General