The Vermont LLC operating agreement is a legal document and agreement that will allow a business or company to structure their business along with their working and financial relationships that they have with the other members in whatever way works best for the business. This is an agreement that should be put into place even if there is only one owner running the business. Without this operating agreement, there will be little if any protection for the members.
By effecting this document, the members are protected from defaults put into place by the State. This agreement will separate the member(s) from the business. This will protect the private finances and assets of each member from the obligations of the business, whether it may be litigation or otherwise. To place an operating agreement into place, the members may select the rules that shall govern the company as agreed to by all members.
Table of Contents
Multi-Member – This would be the document that would be used when there is more than one (1) member contributing to and managing the business.
Single-Member – This document would be used by a sole proprietor who would like to establish their business and protect their assets.
Before taking any steps towards filing your LLC, it is recommended that you conduct a for your business name in the State’s records to ensure that it is distinguishable and unique. Any similar or identical names filed with the Secretary of State’s offices are liable to be rejected.
Step 1 – Choose a Registered Agent
A Registered Agent is an individual or organization designated by the LLC to receive correspondence in the event of legal action against the company. The agent may be either of the following:
- Individual residing in Vermont
- Corporation which is in good standing in Vermont
Step 2 – File for Registration
Select the link below that corresponds with your LLC type and desired method of application:
- Domestic LLC – A company formed within Vermont
- File – Paper or
- Foreign LLC – A company originally formed outside Vermont
- File – Paper or
Important Filing Information
- Print your paper applications in duplicate and include a self-addressed stamped envelope
- Online filers will need to create a
- Foreign applicants must provide a Certificate of Good Standing
Step 3 – Supply the Fee
The processing fee for both Domestic and Foreign LLC applications is $125; you may pay by credit card (online) or with a check made out to the ‘Vermont Secretary of State’ (paper). If submitting a paper application, send your complete filing package to the following address:
Vermont Secretary of State, Corporations Division, 128 State Street, Montpellier, VT 05633‐1104
Step 4 – Operating Agreement
Owners of both single and multi-member LLCs are advised to draft an operating agreement after completing their filing with the Vermont Secretary of State. This form outlines the various provisions of the company while also providing financial protection of each member’s personal assets in the event of litigation.
Step 5 – Employer Identification Number (EIN)
An Employer Identification Number (EIN) will be necessary for your business if you plan to hire employees or conduct certain financial transactions using the company name (e.g. open bank accounts, request company credit cards). It is free to obtain or through the mail using From SS-4.
Step 1 – Download the document. Submit the company name into the first field at the top of the document.
Step 2 – The Agreement – Provide an agreement effective date in dd/mm/yy format.
- Check the appropriate box
- Enter requested information
- Single-Member – Provide the company name and the state of location. Submit the full name of the owner and their business address
- Multi-Member – Enter each member’s name and full address
Step 3 – Name and Principal Place of Business –
- Enter a company name under which the company has been registered
- Submit a business address
- The city of the business’s location
Review all remaining information and enter any required details in the fields provided.
- Read the information contained in the following titles:
Member Capitol Contributions –
- Check applicable box
- Single-Members – Read the information
- Multi-Members – Submit each member’s name as well as their contribution amounts
Distributions – Members – Review the information contained in this section, as follows:
- Check the applicable box
- Single-Members – Review
- Multi-Members – Submit each member’s name and Percentage Interest
- Members – Review the remaining information
Step 4 – Books, Records and Tax Returns –
- Check the applicable box
- Review all information
Continue by reviewing the following titles:
- Bank Accounts
- Management of the Company
- Select and check the applicable box
- Single-Member – Read the information
- Multi-Members – Review the information and continue
- Submit the appropriate maximums in each of the lines provided
Step 5 – Titled Sections – Check the box if it applies – Read the following:
- Meetings of Members – Enter the annual member meeting date
- Assignment of Interests
- Ownership of Company Property (Sole Proprietor)
- Right of First Refusal
- Admission of New Members
- Withdrawal Events
- Dissolution and Liquidation – Check a box that will apply to the company and read the information
- Representations of Members
- Certificates Evidencing Membership (Multi-Member) – Enter a company name and effective date (dd/mm/yyyy)
- Indemnification (Owners/Sole Proprietors)
Step 6 – Signatures –
- Provide an execution date of the document
- Submit the signature of a selected representative
- Members shall enter their signatures
Once the document has been completed, the members must be provided individual copies of the document for their records.