Vermont Secretary of State
APPLICATION FOR CERTIFICATE OF AUTHORITY
of a non-Vermont Limited Liability Company (LLC/PLC/L3C) seeking to do
business in the state of Vermont
11 V.S.A. § 4112 DIVISION OF CORPORATIONS FORM LLC-1(F)
(REV. 07/01/2015) Instructions Page LLC REGISTRATION (FOREIGN)
SUBMISSION INSTRUCTIONS
a. This form must be filed in duplicate (1 original + 1 copy –or-- 2 originals) with 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 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 use 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
PLEASE RETURN ACKNOWLEDGEMENT TO – REQUIRED: Must provide the name and address that the Vermont Secretary of State should return this application to following processing.
Line 1a. BUSINESS NAME IN DOMESTIC STATE – REQUIRED:
a. The business name must include, or add for use in Vermont the one of the following:
1. LLCs: either “LLC,” “LC,” “Ltd Co,” “Limited Liability Company,” or “Limited Company.”
2. Professional LLCs: either “PLC,” “PLLC,” “Professional LLC,” “Professional LC,” “Professional Ltd Co,” “Professional Limited Liability
Company,” or “Professional Limited Company.”
3. Low-Profit LLC: the abbreviation “L3C.”
b. The business name must be Distinguishable in the Records of the Vermont Secretary of State.
Line 2a. DOMESTIC STATE – REQUIRED:
a. The domestic state is the jurisdiction (i.e. the US state, commonwealth, or non-US country) under whose laws this company is organized.
b. Must attached a Certificate of Good Standing (or equivalent instrument) from the Secretary of State (or equivalent) of the domestic state.
Line 2b. FISCAL YEAR END – OPTIONAL: - If no entry made – December (12) will be entered as the fiscal year end.
- Annual reports are due each year within the first 3 months following the fiscal year end on record with secretary of state.
Line 2c. BUSINESS DISCRIPTION – REQUIRED: NAICS Code (preferred) or brief statement of primary service(s) to be provided by this company.
Line 3. DESIGNATED OFFICE– REQUIRED: The address where the company, domestic or foreign LLC/PLC/L3C, is located — or — location where business files are
primarily kept – Not required to be in Vermont.
Line 4. INITIAL REGISTERED AGENT – REQUIRED:
An LLC/PLC/L3C must designate (and continuously maintain) an agent with a physical address in the state of Vermont.
a. Agent’s Name:
(1) The agent MUST be an individual person, an LLC, or a Corporation with an ACTIVE registration to do business in Vermont with the
Vermont Secretary of State.
(2) The agent MUST have a physical address in the state of Vermont.
(3) The agent MAY be any principal (member or manager) of the LLC.
(4) The LLC itself MAY NOT be its own agent.
b. Agent Physical Address:
(1) Physical location at which at which the Registered Agent is normally found during regular business hours.
(2) MUST be an address in Vermont.
Line 5a. MANAGEMENT STYLE – OPTIONAL:
a. “Member” means an owner of, (or partner in), the company; the LLC equivalent of corporation shareholders.
b. "Manager" means a person appointed by the member(s) to run the day-to-day operations of the company under 11 VSA § 4054(c). Managers are the
LLC equivalent of corporation directors.
c. “Member-managed" is a company in which one or more of the members (owners) manage the company.
d. “Manager-managed" is a company in which one or more managers are appointed by the members to manage the company.
Line 5b. CURRENT PRINCIPALS (the members or managers)-OPTIONAL:
a. The Member(s) of a Member-managed Company are the owner(s) of the LLC. Members are equivalent to the shareholders of a corporation.
b. The Manager(s) of a Manager-managed Company are person(s) appointed by the LLC member(s) to run the day to day operations of the LLC –
Managers are the equivalent of the directors of a corporation – one or more of the members may be appointed as managers.
Line 6. Effective Date – OPTIONAL: The effective date of this document may be postdated up to 90 FOLOWING the date of receipt by this office.
- If the effective date is prior to the date of receipt by this office – the effective date will be the date of receipt.
- If the effective date is more than 90 days following the date of receipt, this document will be rejected.
CERTIFICATION OF DOCUMENT – REQUIRED: This form must be signed by a principal or registered agent listed on this form.
For Questions, please see our website at www.sec.state.vt.us
or
contact us at: corps@sec.state.vt.us
or by phone at (802) 828-2386
