You want to do business in the state of Vermont but are registered as a LLC in another state.  In order to legally conduct business in the state of Vermont you must register with the Vermont Secretary of State as a Foreign LLC.  The process of registering as a Foreign LLC in Vermont is called Vermont LLC Foreign Qualification.

The process of Vermont LLC Foreign Qualification is similar to the process of forming a Domestic LLC in Vermont.  Your original home LLC formation documents (frequently called Articles of Organization) and By Laws apply to your Vermont Foreign LLC.  The Officers and Directors of your home LLC will have the same roles in the Vermont Foreign LLC.  Specific requirements to qualify as a Foreign LLC in Vermont are explained below. 

Once you have made the decision to Qualify as a Foreign LLC in Vermont, a Vermont lawyer can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents to perform these services.

In the United States, just because you are registered to do business in one state does not mean that you can legally do business in another state.  If you want to transact any serious business in a state other than the state in which your LLC is registered, most likely you will have to register with the state in which you want to do business before you can legally conduct business there. 

For example, a LLC that is registered in California wants to do business in Vermont.  The California LLC is a "Domestic" LLC in California and will be a "Foreign" LLC in Vermont.

The California LLC needs to register with the Vermont Secretary of State as a Vermont Foreign LLC.

The use of the term Foreign in this case refers specifically to individual US states.  The US government, including the IRS, considers a Foreign company to be a company that is registered outside of the United States.

The short answer is no.  The state of Vermont does not legally require a lawyer to form a Vermont Foreign LLC.

Our detailed Foreign Qualification page may help you understand some of the implications of forming a Vermont Foreign LLC.  However, if there is anything about forming a Foreign LLC in Vermont that you're not sure about you should seek the advice of a competent Vermont lawyer, a Vermont accountant, or both before you form a Foreign LLC in Vermont.

Once you have made the decision to form a Foreign LLC in Vermont, a Vermont lawyer can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents to perform these services and save money that you can use in your new Vermont Foreign LLC.

You are not legally required to reserve a Company Name for a new Vermont LLC Corporation before you submit your application to Form a Foreign LLC in Vermont.

The LLC name that you have registered in your home state may or may not be available in Vermont.  In that case you need a different name your Vermont Foreign LLC.  Whether or not you need to reserve a company name for your new Vermont Foreign LLC depends entirely on your business situation.  The Vermont Secretary of State uses LLC names on a first come first served basis.  So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Vermont Foreign LLC Name.

If the Name you have chosen for your new Vermont Foreign LLC is already in use by a currently active Vermont Corporation or LLC then you will have to register a DBA Name with the Vermont Secretary of State.  "DBA" is an abbreviation for "Doing Business As."

We verify that the Name you have chose for your new Vermont Foreign LLC is available before we submit your Foreign LLC filing to the Vermont Secretary of State.  If necessary we can register a DBA Name in Vermont for you so that you can open your new Vermont business as quickly as possible.

1. Choose a name for your Vermont Foreign LLC
2. File Registration Documents with the Vermont Secretary of State
3. Determine how you want your Vermont Foreign LLC to be taxed

1. Choose a name for your Vermont Foreign LLC
   
   You can use the same name in Vermont that you use in your home state, however, if the name of your Domestic LLC is not available you need to choose another name.  Your Vermont Foreign LLC name can identify the type of products and services your business will provide; or it may be the name of the founder; or it can be a combination of the two or something else.
   
   In any case, the Vermont Foreign LLC name that you choose must be distinguishable from the name of any other registered Vermont LLC or other business entity and the name must also be different from any reserved names on record with the state of Vermont.  Your Vermont Foreign LLC name must not imply that it was formed for a purpose other than that stated in the Articles of Organization for your Domestic LLC and your Vermont Foreign LLC name must not be a name that is likely to mislead the public.
   
   The name of a Vermont Foreign LLC must include the word "Limited Liability Company" or or the abbreviation "LLC" or "L.L.C.".
   
   It's important to choose a good name for your Vermont Foreign LLC because if you want to change it after you qualify you will have to file amended documents with the Vermont Secretary of State (and pay a fee).
   We will check to make sure that your requested Vermont Foreign LLC name is available and conforms to all state of Vermont Limited Liability Company naming regulations.
2. File Registration Documents with the Vermont Secretary of State
   
   In order to Qualify as a Foreign LLC in Vermont you must file Registration Documents with the Vermont Secretary of State.  In Vermont the registration documents are named "Articles of Organization".
   
   The registration documents must include certain specific information about your Vermont business.  If the LLC Registration Documents do not conform exactly to state of Vermont Foreign LLC requirements they will be rejected. 
   
   If you need to change any of the information on your registration documents after your Vermont Foreign LLC has been approved, you may amend the registration documents for your Vermont Foreign LLC but you will have to pay a fee to the state of Vermont in order to make the changes official.
   
   
3. Determine how you want your Vermont Foreign LLC to be taxed
   
   The Vermont Corporate Income Tax Rate is variable depending on the annual net income of the Vermont Foreign LLC.  Vermont Corporate Income Tax Rates vary from 6 to 8.5%.  You may choose that your Vermont Foreign LLC is to be taxed as a C Corporation or S Corporation. 
   
   A C Corporation is what you may think of as a traditional Corporation like General Electric or Ford.  C Corporations pay a Corporate income tax to the state if that state taxes Corporations. 
   
   You may choose to have your Vermont Foreign LLC taxed as a S Corporation.  S Corporations "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable personal rate.  S Corporations do not pay any Vermont Corporate Income Tax.
   
   The Corporation Tax structure in the state of Vermont consists of three tax brackets:
   • 0- $10,000 - 6%
   • $10,001 - $25,000 - $600 + 7% of amount over $10,000
   • Over $25,000 - $1,650 + 8.5% of amount over $25,000
   The minimum Vermont Corporation Income Tax is $250.  The exception is Small Farm Corporations which pay a minimum Vermont Corporate Income Tax of $75.
   
   If you form a Single Member Vermont Foreign LLC and do not specify to the IRS how you want to be taxed your Single Member Vermont Foreign LLC will be taxed as a Sole Proprietorship.  If you form a Multiple Member Vermont Foreign LLC and do not specify to the IRS how you want to be taxed your Multiple Member Vermont Foreign LLC will be taxed as a Partnership.
   
   Click here for more Vermont Corporate Tax Information .
   If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Vermont Foreign LLC and include it with your final Foreign LLC documents.

1. Obtain Business Licenses from the cities and counties in which you plan to do business
2. File the required reports for your Vermont Foreign LLC
3. Keep proper records of your Vermont Foreign LLC on file
4. Pay your taxes to the state of Vermont

1. Obtain Business Licenses from the cities and counties in which you plan to do business
   
   Note that forming a Vermont Foreign LLC doesn't take the place of obtaining a local business license, tax registration certificate, or other required business permits.  A Vermont Foreign LLC merely creates an ownership structure that limits the owners' personal liability.  You may still need to take care of getting set up to do business with your local government.
   
   Depending on the nature of the business and the location of your Vermont Foreign LLC within Vermont you may need to get one or more local business licenses or permits.  The business licenses or permits that are required for your Vermont Foreign LLC vary depending on your business activities and the specific locations within the state of Vermont in which you want to conduct business.
   
   If your Vermont Foreign LLC will be selling products in Vermont you may be required to obtain a Reseller's Permit from the appropriate Vermont state agency.  If your Vermont Foreign LLC will be selling products in Vermont you will also be responsible for all applicable local and state of Vermont sales taxes if there are any.
   We have the expertise to find out exactly which state and local permits that you need for your specific business.
2. File the required reports for your Vermont Foreign LLC
   
   The Vermont Annual Report includes basic information about your Vermont Foreign LLC including information on your business location as well as the names of the Officers and Directors.
   
   Failure to submit a properly completed Vermont Annual Report to the Vermont Secretary of State on or before the due date may subject the Vermont Foreign LLC to being administratively dissolved in the state of Vermont or having its authority to transact business in the state of Vermont revoked by the Vermont Secretary of State.
   
   Penalties may accrue if you fail to file any Vermont Foreign LLC Annual Report to the Vermont Secretary of State by the due date.
   
   
3. Keep proper records of your Vermont Foreign LLC on file
   
   Keep the following records on file and available at the principal business office of your Vermont Foreign LLC:
   • Names and addresses of all Members and Managers of the Vermont Foreign LLC
   • Foreign LLC formation documents and any Amendments to them
   • Vermont Foreign LLC Operating Agreement and any Amendments to them
   • Copies of any LLC Resolutions which have been adopted by the Vermont Foreign LLC
   • Copies of all tax returns and Annual Reports for the Vermont Foreign LLC for the last 3 years
   
   
4. Pay your taxes to the state of Vermont
   
   Foreign LLCs that either do business in the state of Vermont or that derive income from sources within the state of Vermont are subject to Vermont and federal tax laws.  If you are engaged in intrastate business and derive income from other states besides Vermont, you must allocate the amount of income derived from the state of Vermont in order to determine your Vermont state taxes.

In order to Form a Foreign LLC in Vermont you'll need the following information about your LLC:

• The name of your new Vermont Foreign LLC along with your second choice of a name in case the name that you want is not available
• Physical address of the Foreign LLC office in Vermont (not a PO Box)
• A description of the nature of the business you are planning to operate with the Vermont Foreign LLC
• Whether the Vermont Foreign LLC will be managed by LLC Members or Managers
• The yearly tax closing month of the Vermont Foreign LLC

Remember - ALL the information that you provide when you Form a Foreign LLC in Vermont becomes part of the public record.  Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Foreign LLC in Vermont.

Processing times for new Vermont Foreign LLC applications vary depending on the work load of the Secretary of State's staff.  We've found that normal processing of new Vermont Foreign LLC applications takes the state around 3-5 business days.  Add 2-3 days for the time period for shipping the final documents by mail.  Choosing our Express Mail option can shave a couple of days off the total processing time for your new Vermont Foreign LLC.

The Vermont Secretary of State reserves the right to extend expedite periods in time of extreme volume, staff shortage or equipment malfunction.  We are dependent on, and have no control over, the staff and systems of the Vermont Secretary of State.

In our experience 3-5 business days is the time it usually takes the Vermont Secretary of State to process a new Vermont Foreign LLC application. We get your Vermont Foreign LLC application to the VT Secretary of State ASAP. Once it is at the state we have no control over the new Vermont Foreign LLC application process.

The state of Vermont charges $152.00 to Form a Foreign LLC in VT.  If you choose All Business Documents to help you Form your Foreign LLC in Vermont our processing fees are $145.00.  This includes:

• Same day processing in of your new Vermont Foreign LLC order
• VT Name Check and Reservation
• Prepare Articles of Organization
• File Formation Documents with the Vermont Secretary of State
• Certified Copies of Formation Documents
• Vermont Foreign LLC Checklist
• Priority Mail Delivery
• Unlimited Customer Support