Profit Corporation

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.

Profit Corporation Types

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.

Profit Corporation Sub-Types

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 Corporation.
3. Workers Cooperative Corporations
   A corporation self-managed by its workers. Any profit corporation may elect to be governed as a worker cooperative corporation in accordance with 11 V.S.A. Ch.8. For more information, please see the Cooperative page.

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 word, phrases, or abbreviations:

• "professional corporation" ("PC")
• "professional association" ("PA")
• "service corporation" ("SC")
• "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.

Duration of Registration

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