Vermont Secretary of State
APPLICATION FOR CERTIFICATE OF AUTHORITY
of a non-Vermont Corporation (profit, nonprofit, or cooperative)
seeking to do business in the state of Vermont
11A V.S.A. § 15.03/11B V.S.A. § 15.03 DIVISION OF CORPORATIONS FORM CORP-1(F)
(REV. 07/01/15) Instructions Page CORPORATION REGISTRATION (FOREIGN)
SUBMISSION INSTRUCTIONS
a. THIS FORM must be filed in duplicate (1 original + 1 copy –or-- 2 originals) with a Certificate of Good Standing (or equivalent instrument),
a check or money order, payable to “VT SOS,” in the amount of $125.00, and a self-addressed stamped envelope.
b. THIS FORM can ONLY be accepted by Mail or In-person at:
Vermont Secretary of State
Corporations Division
128 State Street
Montpelier, VT 05633-1104
c. Please allow 7-10 business days, or more, from the day that THIS FORM is received in our office, for processing and (if approved) for this
business to appear on the website at www.vtsosonline.com, and for evidence of filing to be returned.
***THIS FILING IS NOW AVAILABLE ONLINE***
THIS FORM CANNOT be accepted by Phone, Fax, or E-mail; however, this filing is now available online:
- If you wish to submit this filing electronically, DO NOT fill out THIS FORM, please file online at
https://www.vtsosonline.com/online/Account?referrer=BF.
Payment for THIS FORM also CANNOT be accepted by credit card or e-check (ACH); however, payment
by credit card or e-check (ACH) is available by filing online:
- If you wish to submit payment by credit card or e-check (ACH), DO NOT fill out THIS FORM, please file online at
https://www.vtsosonline.com/online/Account?referrer=BF.
Online filing normally takes 1 business day or less.
FORM INSTRUCTIONS
Line 1. Required – Business Name.
a. the Business Name must be Distinguishable in the Records of the Secretary of State (as of 7/1/2015). For
more information, please see:
https://www.sec.state.vt.us/corporations/resources/business-name-availability-rules.aspx
b. A corporate name in accordance with 11B V.S.A. § 4.01:
(1) must contain the word "corporation," "incorporated," "company," or "limited," “professional association,” or the
abbreviation "corp," "inc," "co," "ltd," “pc,” “pa,” or “sc,” or words or abbreviations of like import in another language;
(2) may not include any word not otherwise authorized by law
c. If the corporate name of a foreign corporation does not satisfy the requirements of 11B V.S.A. § 4.01, the foreign
corporation to obtain or maintain a certificate of authority to transact business in this state (11B V.S.A. § 15.06):
(1) may add the word "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "co.," or
"ltd.," to its corporate name for use in this state; or
(2) may register an available trade name to transact business in this state if its corporate name is unavailable and it
delivers to the secretary of state for filing a copy of the resolution of its board of directors, certified by its secretary,
adopting the trade name.
Line 2: Required – Business Type: Must select either Profit or Nonprofit.
Line 3b. Required – Business Description: NAICS Code (preferred) or brief statement of primary service(s) provided by this corporation.
Line 3c. Required – Date of incorporation in the Domestic State.
Line 4. Required – Principal Office Information: The street address and mailing address of the principal business office;
Line 5. Required – Registered Agent: Must appoint a Registered Agent with a physical address in the state of Vermont.
Line 6. Required – State of incorporation: The name of the jurisdiction under whose law this business is incorporated.
Lines 7 & 8. Required – Directors and Officers: The names and business addresses of any directors and officers currently appointed – Minimum 1
Director
Line 9a. Nonprofit Corporations ONLY - Required. Must select either IS or IS NOT a member organization – A member (without regard
to what a person is called in the articles or bylaws) is 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.
Line 9b. Nonprofit Corporations ONLY - Required. Must Select either PUBLIC or MUTAL benefit organization. All Nonprofit
Corporations are classified as either a public benefit or a mutual benefit corporation as follows (11B V.S.A. § 17.05):
(1) any corporation classified by statute as a public benefit corporation or a mutual benefit corporation is the type of
corporation so classified by statute;
(2) any corporation which does not come within subdivision (a) of this section but which is recognized as exempt under
section 501(c)(3) of the Internal Revenue Code, or any successor section, is a public benefit corporation;
(3) any corporation which does not come within subdivision (a) or (b) of this section, but which 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, is a
public benefit corporation; and
(4) any corporation which does not come within (1), (2) or (3) of this section is a mutual benefit corporation.
Line 10. Optional – Effective Date: The effective date of your certificate of authority may be post-dated up to 90 days. If a date prior to
the date of receipt is provided, your effective date will be the date of receipt. If your effective date is more than 90 days out –
this filing will be rejected.
Certification This document must be executed by an officer or Board Chair/President listed in Line 6 or 7.
For Questions, please contact the Corporations Division at: corps@sec.state.vt.us or by phone at (802) 828-2386
