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Form a Business

Filing Documents

V.S.A. tit. 11B, ch. 1, subch. 2
in effect

11B V.S.A. § 1.20 Filing requirements

1.20. Filing requirements (a) A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the Secretary of State. (b) The document must contain the information required by this title. It may contain other information as well. (c) The document must be typewritten or printed or, if electronically transmitted, it must be in a format that can be retrieved or reproduced in typewritten or printed form or in an electronic format prescribed by the Secretary of State. (d) The document must be in the English language. However, a corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation. (e) The document must be executed: (1) by the presiding officer of its board of directors of a domestic or foreign corporation, its president, or by another of its officers; (2) if directors have not been selected or the corporation has not been formed by an incorporator; or (3) if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. (f) The person executing a document shall sign it and state beneath or opposite the signature his or her name and the capacity in which he or she signs. The document may, but need not, contain: (1) the corporate seal; (2) an attestation by the secretary or an assistant secretary; or (3) an acknowledgement, verification, or proof. (g) If the Secretary of State has prescribed a mandatory form or electronic format for a document under section 1.21 of this title, the document must be in or on the prescribed form. (h) The document must be delivered to the Office of the Secretary of State for filing and must be accompanied by one exact or conformed copy (except as provided in sections 5.03 and 15.09 of this title), and the correct filing fee. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2009, No. 78 (Adj. Sess.), § 25, eff. April 15, 2010.

11B V.S.A. § 1.21 Forms

1.21. Forms (a) The Secretary of State may prescribe the form or electronic format of and furnish on request, forms or specifications for formats for: (1) an application for a certificate of good standing; (2) a foreign corporation’s application for a certificate of authority to transact business in this State; (3) a foreign corporation’s application for a certificate of withdrawal; and (4) the biennial report. (b) The Secretary of State may prescribe and furnish on request forms for other documents required or permitted to be filed by this title but their use is not mandatory. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2009, No. 78 (Adj. Sess.), § 26, eff. April 15, 2010; 2025, No. 10, § 15, eff. July 1, 2025.

11B V.S.A. § 1.22 Filing; service and copying fees

1.22. Filing; service and copying fees The Secretary of State shall collect the following fees when the documents described in this section are delivered to the Office of the Secretary of State for filing: (1) Articles of incorporation | $155.00 (2) Application for reserved name | $35.00 (3) Transfer of reserved name | $35.00 (4) Application for registered name | $45.00 (5) Renewal of registered name | $45.00 (6) Statement of change of registered agents or registered office, or both | $35.00 and not to exceed $1,000.00 per filer per calendar year. (7) Agent’s statement of resignation | No fee (8) Amendment of articles of incorporation | $45.00 (9) Restatement of articles of incorporation | $45.00 (10) Articles of merger | $90.00 (11) Articles of dissolution | No fee (12) Articles of revocation of dissolution | $10.00 (13) Application for reinstatement following administrative dissolution | $45.00 (14) Application for certificate of authority for a foreign corporation | $175.00 (15) Application for amended certificate of authority | $45.00 (16) Application for certificate of withdrawal | $10.00 (17) Biennial report | $35.00 except that a corporation which certifies to the Secretary of State, on a form approved by the Secretary, that it did not compensate its officers, directors, or employees during the prior calendar year shall be exempt from the fee required by this subdivision. (18) Articles of correction | $30.00 (19) Application for certificate of good standing | $35.00 (20) Certified copy of any filed document | $25.00 (21) Restatement of articles of organization | $30.00 Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 1997, No. 59, § 89, eff. June 30, 1997; 2003, No. 70 (Adj. Sess.), § 16, eff. March 1, 2004; 2013, No. 72, § 10; 2023, No. 77, § 40, eff. June 20, 2023.

11B V.S.A. § 1.23 Effective date of document

1.23. Effective date of document (a) Except as provided in subsection (b) of this section, subsection 1.24(c) of this title, and section 2.03 of this title, a document is effective: (1) at the time of filing on the date it is filed, as evidenced by any means the Secretary of State may use for the purpose of recording the date and time of filing; or (2) at the time specified in the document as its effective time on the date it is filed. (b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the 90th day after the date filed. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2009, No. 78 (Adj. Sess.), § 27, eff. April 15, 2010.

11B V.S.A. § 1.24 Correcting filed document

1.24. Correcting filed document (a) A domestic or foreign corporation may correct a document filed by the Secretary of State if the document: (1) contains an incorrect statement; or (2) was defectively executed, attested, sealed, verified, or acknowledged; or (3) was undeliverable because the electronic transmission was defective. (b) A document is corrected: (1) by preparing articles of correction that (A) describe the document (including its filing date) or attach a copy of it to the articles; (B) specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and (C) correct the incorrect statement or defective execution; and (2) by delivering the articles of correction to the Secretary of State. (c) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2009, No. 78 (Adj. Sess.), § 28, eff. April 15, 2010.

11B V.S.A. § 1.25 Filing duty of Secretary of State

1.25. Filing duty of Secretary of State (a) If a document delivered to the Office of the Secretary of State for filing satisfies the requirements of section 1.20 of this title, the Secretary of State shall file it. (b) The Secretary of State files a document by recording it as “Filed,” together with the Secretary of State’s name and official title on the date and the time of receipt, on both the document and on the record of the receipt for the filing fee. After filing a document, except as provided in sections 5.03 and 15.10 of this title, the Secretary of State shall deliver a copy of the document to the domestic or foreign corporation or its representative. (c) Upon refusing to file a document, the Secretary of State shall return it to the domestic or foreign corporation or its representative within five days after the document was delivered, together with a brief, written explanation of the reason or reasons for the refusal. (d) The Secretary of State’s duty to file documents under this section is ministerial. Filing or refusal to file a document does not: (1) affect the validity or invalidity of the document in whole or in part; (2) relate to the correctness or incorrectness of information contained in the document; or (3) create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2009, No. 78 (Adj. Sess.), § 29, eff. April 15, 2010.

11B V.S.A. § 1.26 Appeal from Secretary of State’s refusal to file document

1.26. Appeal from Secretary of State’s refusal to file document (a) If the Secretary of State refuses to file a document delivered for filing to the Secretary of State’s Office, the domestic or foreign corporation may appeal the refusal to the Superior Court in the county where the corporation’s principal office, or if there is none in this State, its registered office, is or will be located. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the Secretary of State’s explanation of the refusal to file. (b) The court may summarily order the Secretary of State to file the document or take other action the court considers appropriate. (c) The court’s final decision may be appealed as in other civil proceedings. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.

11B V.S.A. § 1.27 Evidentiary effect of copy of filed document

1.27. Evidentiary effect of copy of filed document A certificate from the Secretary of State delivered with a copy of a document filed with the Secretary of State is conclusive evidence that the document is on file with the Secretary of State. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2009, No. 78 (Adj. Sess.), § 30, eff. April 15, 2010.

11B V.S.A. § 1.28 Certificate of good standing

1.28. Certificate of good standing A person may request the Secretary of State to issue a certificate of good standing for a domestic or foreign corporation pursuant to 11 V.S.A. § 1657. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 2025, No. 10, § 15a, eff. July 1, 2025.

11B V.S.A. § 1.29 Signing false documents

1.29. Signing false documents (a) No person may sign a document, knowing that the document is false in any material respect, and intending that the document be delivered to the Secretary of State for filing. (b) A person who violates the provisions of subsection (a) of this section shall be fined not more than $1,000.00. (c) A person harmed by reliance on a false document filed in violation of the provisions of subsection (a) of this section may bring an action against the person signing and filing such document for damages and such further relief as the court deems proper. Added 1995, No. 179 (Adj. Sess.), § 1, eff. Jan. 1, 1997.
Source: Vermont General Assembly (legislature.vermont.gov)URL: https://legislature.vermont.gov/statutes/chapter/11B/001Fetched: 10/21/2026

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