Fill - Free fillable Vermont Secretary of State ARTICLES OF INCORPORATION (How to Start a Business) PDF form

Vermont Secretary of State

ARTICLES OF INCORPORATION

of a Vermont Close Corporation

PLEASE RETURN ACKNOWLEDGEMENT TO: (REQUIRED - NAME AND ADDRESS)

NAME

ADDRESS

THIS DOCUMENT MUST BE TYPEWRITTEN OR PRINTED (11A V.S.A. § 1.20)

PLEASE REVIEW INSTRUCTIONS PAGE BEFORE BEGINNING

11A V.S.A. § 20.02 DIVISION OF CORPORATIONS FORM CORP-1(C)

(REV. 07/01/15) Page 1 of 2 CORPORATION REGISTRATION (CLOSE)

Business ID:

Processed by:

FOR OFFICE USE ONLY

ARTICLE 1. BUSINESS NAME REQUIRED

- PROFESSIONAL CORPORATION – NAME MUST INCLUDE A CORPORATE IDENTIFIER SUCH AS “PC, “PA,” LTD,” OR “SC” – SEE INSTRUCTIONS PAGE FOR COMPLETE LIST OF OPTIONS

- ALL OTHERS - NAME MUST INCLUDE IDENTIFIER SUCH AS “CORP,” “INC,” “CO,” OR “LTD.”- SEE INSTRUCTIONS PAGE FOR COMPLETE LIST OF OPTIONS

CORPORATE NAME:

ARTICLE 2. BUSINESS INFORMATION:

a. CORPORATION TYPE: This corporation is a Close Corporation in accordance with 11A V.S.A. Chapter 20.

SELECT ANY ADDITIONAL SUBTYPE THAT APPLIES:

 This corporation is also a Professional Corporation in accordance with 11 V.S.A. Chapter 4

IF-SELECTED: MUST ENCLOSE PROFESSIONAL LICENSE(S) WITH THIS DOCUMENT

 This corporation is also a Workers’ Cooperative Corporation in accordance with 11 V.S.A. Chapter 8

 This corporation is also a Benefit Corporation in accordance with 11A V.S.A. Chapter 21

(1) The initial Benefit Director shall be: IF BENEFIT CORP. SELECTED:

b. FISCAL YEAR END MONTH: OPTIONAL

- DECEMBER IS DEFAULT FISCAL YEAR END IF NO ENTRY MADE.

- ANNUAL REPORTS ARE DUE EACH YEAR WITHIN THE FIRST 2.5 MONTHS FOLLOWING THE FISCAL YEAR END ON RECORD WITH SECRETARY OF STATE.

c. BUSINESS DESCRIPTION: REQUIRED – NAICS CODE (PREFERRED) OR BRIEF STATEMENT OF PRIMARY SERVICES TO BE PROVIDED BY THIS CORPORATION

- CLOSE PROFESSIONAL CORPORATIONS: REQUIRED – MUST INCLUDE PROFESSIONAL SERVICE PROVIDED

- CLOSE BENEFIT CORPORATIONS: REQUIRED – MUST INCLUDE ONE OR MORE SPECIFIC PUBLIC BENEFITS IN ACCORDANCE WITH 11A V.S.A. § 21.08.

BUSINESS DESCRIPTION:

d. BUSINESS E-MAIL ADDRESS: OPTIONAL

ARTICLE 3. INITIAL PRINCIPAL BUSINESS OFFICE: REQUIRED - PRIMARY LOCATION WHERE BUSINESS WILL BE CONDUCTED UNDER THIS BUSINESS NAME,

OR PRIMARY LOCATION WHERE BUSINESS RECORDS WILL BE KEPT.

a. PHYSICAL STREET ADDRESS: NO PO BOX

City/Town: State/Province:

Country: ZIP/Postal Code: -

b. MAILING ADDRESS:

City/Town: State/Province:

Country: ZIP/Postal Code: -

ARTICLE 4. INITIAL REGISTERED AGENT REQUIRED.

a. NAME:

b. PHYSICAL ADDRESS: AGENT’S NORMAL LOCATION DURING REGULAR BUSINESS HOURS.

Street Address: NO PO BOX

City/Town: State: VT ZIP: -

c. MAILING ADDRESS:

City/Town: State: VT ZIP: -

d. EMAIL:

RESET

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(Reverse of Page 1 of 2)

Vermont Secretary of State

ARTICLES OF INCORPORATION

of a Vermont Close Corporation

11A V.S.A. § 20.02 DIVISION OF CORPORATIONS FORM CORP-1(C)

(REV. 07/01/15) Page 2 of 2 CORPORATION REGISTRATION (CLOSE)

ARTICLE 5. CAPITAL STOCK PROVISIONS REQUIRED.

a. AMOUNT OF CAPITAL STOCK authorized to be issued: REQUIRED.

(1) The number of shares into which Capital Stock is divided:

(2) The total par value: $

b. DIVISION OF CAPITAL STOCK REQUIRED – SELECT ONE (1) OF THE FOLLOWING.

 The capitol stock will not be divided into more than one class; all shares will have unlimited voting rights, and equal receipt of net

assets upon dissolution.

 The capital stock will be divided as follows into the following classes:

(1) Preferred: Shares;

(2) Common: Shares;

(3) Other : Shares

(4) The following class(es) of shares will (together) have unlimited voting rights:

(5) The following class(es) of shares together is/are entitled to receive the net assets of the corporation upon dissolution:

c. All of the corporation's issued and outstanding stock of all classes shall be held of record by not more than a specified number of

persons, not exceeding 35.

d. Each certificate for shares shall conspicuously note the fact that the corporation is a close corporation.

e. Each certificate for shares shall conspicuously note the following provisions or state that the following provisions exist and that the

corporation will furnish to any shareholder upon request and without charge, a full statement of such provisions.

f. The corporation shall make no offering of any of its shares of any class which would constitute a "public offering" within the meaning of

the United States Securities Act of 1933 (15 U.S.C. § 77a et seq.);

g. All of the corporation's issued and outstanding shares of all classes shall be represented by certificates and shall conform in form and

content to the requirements of 11A V.S.A. § 6.25.

ARTICLE 6. INCORPORATOR REQUIRED.

NAME:

Address:

City/Town: State/Province:

Country: ZIP/Postal Code: -

ARTICLE 7. MANAGEMENT REQUIRED – SELECT ONE (1) OF THE FOLLOWING

 This corporation shall operate without a board of directors; and as such, in accordance with 11A V.S.A. § 20.08:

a. all corporate powers shall be exercised by or under the authority of the shareholders;

b. the business and the affairs of the corporation shall be managed under the direction of the shareholders; and

c. the liability normally vested in directors by law under 11A V.S.A. § 8.03 is hereby imposed upon the shareholders.

 This corporation shall operate with a board of directors in accordance with 11A V.S.A. § 8.03; as such, the initial director(s) shall be:

NAME:

Address:

City/Town: State/Province:

Country: ZIP/Postal Code: -

CHECK IF APPLICABLE:

 This corporation has more than one (1) initial director and/or officers. IF SELECTED - MUST ATTACH A COMPLETE LIST OF ADDITIONAL PRINCIPALS.

ARTICLE 8. DELAYED EFFECTIVE DATE OPTIONAL MAY BE POST-DATED UP TO 90 DAYS FROM DATE OF RECEIPT

CERTIFICATION OF DOCUMENT: REQUIRED

I hereby certify, under penalty of law, (11A V.S.A. § 1.29 and 13 V.S.A. Ch. 65), as the incorporator listed above, that the above information is

accurate; and that this document is provided in duplicate with a check or money order made payable to "VT SOS" in the amount of $125.00.

Signature of Incorporator Date

PLEASE REVIEW INSTRUCTIONS PAGE BEFORE FILING.

Vermont Secretary of State

ARTICLES OF INCORPORATION

of a Vermont Close Corporation

11A V.S.A. § 20.02 DIVISION OF CORPORATIONS FORM CORP-1(C)

(REV. 07/01/15) Instructions Page CORPORATION REGISTRATION (CLOSE)

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 is received in our office, for processing and (if approved) for this

business to appear on the website at https://www.vtsosonline.com/online/BusinessInquire, 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:

o 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:

o 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

Article 1. Required

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 corporation name (including Benefit and Workers’ Cooperative) in accordance with 11A V.S.A. § 4.01:

(1) must contain the word "CORPORATION," "INCORPORATED," "COMPANY," or "LIMITED;" or the abbreviation

"CORP," "INC," "CO," OR "LTD;" or words or abbreviations of like meaning in another language;

(2) may not contain language stating or implying that the corporation is organized for a purpose other than that

permitted by section 3.01 of this title and its articles of incorporation;

(3) may not have the word "COOPERATIVE" or any abbreviation thereof as part of its name unless the corporation is a

worker cooperative corporation organized under 11 V.S.A. Chapter 8;

(4) may not include any word not otherwise authorized by law.

c. A professional corporation name in accordance with 11 V.S.A. § 825:

(1) must contain phrase "PROFESSIONAL CORPORATION," "PROFESSIONAL ASSOCIATION," "LIMITED," or "SERVICE

CORPORATION;" or the abbreviation "P.C.", "P.A.", "LTD.", or "S.C."

(2) may not contain language stating or implying that it is incorporated for a purpose other than that authorized by 11

V.S.A. § 821 and its articles of incorporation; and

(3) must conform to any rule promulgated by the licensing authority having jurisdiction over a professional service

described in the corporation's articles of incorporation.

Article 2b. Optional – If not provided, December will be fiscal year end – Annual Report will be due each year within the first 2.5 months

following the FISCAL YEAR END.

Article 2c. Required- NAICS CODE (preferred) or brief statement of primary goods or services to be provided by this corporation.

a. Professional Corporations: purpose statement must include professional service to be provided.

b. Benefit Corporations: purpose statement must include public benefit to be provided.

Article 3. Required – Primary location where business will be conducted under this business name, or primary location where business

records are kept.

Article 4. Required – Must appoint a registered agent that is either:

a. an individual that maintains a primary residence or regular business office in the state of Vermont, or

b. a business entity (i.e. not a trade name), in the records of the Secretary of State that maintains a regular business office in

the state of Vermont.

Article 5a(1) Required – The number of shares into which the capital stock must be divided is one (1) or more.

Article 6. Required.

Article 7. Required – A close corporation must either:

a. Provide the statement that it will operate without a board of directors (11A V.S.A. § 20.08(a)), or

b. Provide the names and usual business addresses of all initial directors.

Article 8. Optional – These articles may be postdated up to 90 days from date of receipt.

Certification: This document must be signed by the incorporator listed in Article 6.

For Questions, please contact the Corporations Division at: corps@sec.state.vt.us

or at (802) 828-2386

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