Foreign Business Registration

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

When filing online, be prepared to upload a recent Certificate of Good Standing (or equivalent) from your home state (valid no later than 30 days for corporations and nonprofits, 90 days for LLCs, from the date of filing) in one of our accepted file formats: .jpeg, .jpg, .png, .gif, .bmp, .tif, .pdf

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.

Do not invest in websites, business cards or other marketing materials until you receive a certificate confirming the availability and your ownership of the requested name.

Filing Requirement Exceptions

1. Under 11A V.S.A. § 15.01(c), if the extent of a business's activities in Vermont is limited to the following, that business is not required to register with the Secretary of State in order to operate in Vermont:

Please Note: If a business's activities merely include, but are not limited to, the following, the business is NOT exempt from registration.

• Maintaining, defending, or settling any proceeding.
• Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs.
• Maintaining bank accounts.
• Maintaining offices or agencies for the transfer, exchange, and registration of the corporation’s own securities or maintaining trustees or depositories with respect to those securities.
• Selling through independent contractors.
• Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts.
• Creating or acquiring indebtedness, mortgages, and security interests in real or personal property.
• Without limiting the generality of the other provisions of this section, making, purchasing and servicing loans if the corporation is a foreign savings bank or a foreign corporation doing a banking business and it participates with a banking corporation or a trust company of this state.
• Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.
• Owning real or personal property.
• Conducting an isolated transaction that is not one in the course of repeated transactions of a like nature.
• Transacting business in interstate commerce.

2. Under 8 V.S.A. § 3361, “foreign and alien insurers...licensed by the Commissioner [of Financial Regulation]”, though not restricted from doing so, are specifically exempt from the requirement to register with the Secretary of State in order to do business in this State.

Foreign Financial Business Entities

While you may meet one or more the exceptions listed above for registration with the Vermont Office of the Secretary of State; if you are a foreign banking, insurance, securities, or captives business or nonprofit entity, you may still be required, under state law, to register with the Vermont Department of Financial Regulation (DFR) in order to operate in this state.

Please visit the DFR at dfr.vermont.gov, or call 802-828-3301 for more information.

Foreign Sole Proprietorships, General Partnerships & Unincorporated Nonprofit Associations doing business in Vermont

If you are a sole proprietorship doing business in Vermont as your own personal name, there is neither means nor need to register with the Secretary of State. If you are a sole proprietor doing business as a name other than your own personal name, regardless of domestication, you must register that name as an assumed business name.

General partnerships and unincorporated nonprofit associations, regardless of domestication, doing business in Vermont are required to register their business names as assumed business names with this office.

Please see the Assumed Business Name page for registration instructions.

Foreign Assumed Business Names (a.k.a. Trade Name, Fictitious Name, or Doing Business As (DBA) Name)

Under Vermont Law, there is no distinction between domestic and foreign assumed business names. Any individual, individuals, or business entities using an assumed business name in the state of Vermont, must register the name with the Secretary of State. For a business entity to register an assumed name, that entity must first be registered with the Secretary of State as a entity.

Please see the Assumed Business Name page for more details and registration instructions.

Foreign Business Trusts Doing Business in Vermont

Unfortunately, there is no provision under Vermont statutes for Business Trusts. As such, just like domestic common law trusts, a foreign business trust seeking to do business in Vermont must choose an available business structure to register and conduct business as in this State. Please see Foreign Business Trust page for more details.

Foreign Business Entity Law

• Profit Corporations: please visit 11A V.S.A. Ch. 15 of the Vermont Statutes Online for more information.
• Nonprofit Corporations: please visit 11B V.S.A. Ch. 15 of the Vermont Statutes Online for more information.
• Mutual Benefit Enterprises: please visit 11C V.S.A. Ch. 14 of the Vermont Statutes Online for more information.
• Limited Liability Companies: please visit 11 V.S.A. Ch. 21, SubCh. 10 of the Vermont Statutes Online for more information.
• Limited Liability Partnerships: please visit 11 V.S.A. Ch. 22, SubCh. 11 of the Vermont Statutes Online for more information.
• Limited Partnerships: please visit 11 V.S.A. Ch. 23, SubCh. 9 of the Vermont Statutes Online for more information.

Registration Fees

Please see the Fees & FAQs page for the costs of registration.

Duration of Registration

Once registered, you must renew a nonprofit entity registration every two years—or a profit entity registration every year. For renewal information, please see the Annual/Biennial Reports page.