Vermont Secretary of State
ARTICLES OF INCORPORATION
of a Vermont Nonprofit Corporation
11B V.S.A. § 2.02 DIVISION OF CORPORATIONS FORM CORP-1(N)
(REV. 12/01/14) Instructions Page CORPORATION REGISTRATION (NONPROFIT)
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 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:
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.
o
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 3-5 business days or less.
FORM INSTRUCTIONS
Article 1. Required. A corporate name, in accordance with 11B V.S.A. § 4.01:
a. must contain the word "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "co.," or
"ltd.," or words or abbreviations of like import in another language;
b. may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by 11B
V.S.A. § 3.01of this title and its articles of incorporation;
c. will not have the word "cooperative" or any abbreviation thereof as part of its name; and
d. will not include any word not otherwise authorized by law.
e. will be, based upon the records of the secretary of state, distinguishable from, and not the same as, deceptively similar to, or
likely to be confused with or mistaken for any name granted, registered, or reserved under this chapter, or the name of any other
entity, whether domestic or foreign, that is reserved, registered, or granted by or with the secretary of state.
Article 2. a. 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 VS. § 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 subdivision (1), (2) or (3) of this section is a mutual benefit corporation.
b. Required. Must select either IS or IS NOT a member organization.
Article 3. Optional.
Article 4. Required. Principal Office means the location where the business of the corporation is primarily carried out, or the location where
the corporate records are primarily kept.
Article 5 a. If provided, must provide the names and residences of at least 3 initial directors.
Note: 1st Biennial Report is due the between 1 January and 1 April of the 1
st
Calendar Year immediately following registration, then every
2 years thereafter.
b. Must attach and provide continuation sheet if more than three (3) initial directors with names, addresses, and signatures.
Article 6. a. The registered agent must be one (1) of the following (11A VS. § 5.01):
(1) An individual who resides in this state (this may include one of the directors or incorporator listed on this form).
(2) A foreign or domestic, profit or nonprofit, corporation in Good Standing with the Vermont Secretary of State.
b. The Registered Office must be identical to the Registered Agent’s business address.
Article 7. Required.
Article 8. Optional. The effective date of these articles may be delayed up to 90 days from date of receipt. If blank or dated prior to date of
receipt - effective date will be date of receipt.
Certification. Required. All directors and/or incorporators named in the articles must sign the articles. (11B V.S.A. § 2.02(c))
Information on this application must be current as of the date this registration is filed.
All required information must be provided. If not, the secretary of state will promptly notify the filer in writing and return this filing
to him/her for correction.
For Questions, please contact the Corporations Division at: corps@sec.state.vt.us
or by phone at (802) 828-2386