Vermont generally requires most registered business entities to file an Annual Report with the Vermont Secretary of State. This report updates the state with current information about your entity, helping to maintain its active status and good standing. The due date for this filing is based on your entity’s fiscal year-end:
For LLCs: The Annual Report is due within three months following the close of your LLC’s fiscal year. For most LLCs following a calendar year (December 31st fiscal year-end), this means the report is due between January 1st and March 31st each year.
For Corporations: The Annual Report is due within two and a half months following the close of your corporation’s fiscal year. For most corporations following a calendar year (December 31st fiscal year-end), this means the report is due between January 1st and March 15th each year.
For Non-Profit Corporations: The Annual Report (often referred to as a Biennial Report) is generally due between January 1st and April 1st, every two years.
For Limited Liability Partnerships (LLPs): The Annual Report is due by April 1st each year.
Why is it important to file? Maintaining good standing with the State of Vermont is crucial for your entity’s legal operation. Failure to comply with these filing requirements can lead to penalties and negative consequences, including:
Late Fee: While some sources indicate no direct late fee for the annual report for some entity types, others mention a $25.00 late filing fee (e.g., for LLCs). It’s best to file on time to avoid any potential penalties.
“Terminated” or “Revoked” Status: If the annual report is not filed, the Secretary of State will eventually move your entity to a “Terminated” or “Revoked” status. For LLCs, this can occur if the report isn’t filed by June 30th (for calendar year filers).
Loss of Personal Liability Protection: For LLCs and corporations, a terminated or revoked status can lead to the loss of personal liability protection for the owners and managers, potentially exposing personal assets to business debts and lawsuits.
Loss of Name Protection: Your entity’s name may become available for others to use if it is terminated.
Inability to Conduct Business: A terminated or revoked status can hinder your ability to legally enter into contracts, maintain bank accounts, or defend yourself in Vermont courts.
Complex Reinstatement: Reinstatement is a time-consuming and costly process, requiring the filing of all delinquent reports and payment of all accumulated fees, plus a reinstatement fee (e.g., $80 for every year failed to file for LLCs; $25 penalty fee plus all missing reports and fees for corporations).
Specific Requirements by Entity Type in Vermont:
For Corporations (For-Profit & Professional) in Vermont:
In addition to the Annual Report:
Annual Report Filing Fee (Secretary of State):$45.00 for domestic corporations; $200.00 for foreign corporations.
Late Penalty (Secretary of State): Some sources indicate no specific late fee, but risk of termination; other sources indicate a $25 late fee. It is best to file on time.
Vermont Corporate Income Tax (Vermont Department of Taxes – Form CO-411):
Frequency: Annually.
Due Date: By the 15th day of the 3rd month following the close of your taxable year (e.g., March 15th for calendar year filers).
Tax Rate: Vermont has a graduated corporate income tax, with rates ranging from 6.0% to 8.5% of net income, plus a minimum tax.
Minimum Tax: A minimum corporate tax applies.
Estimated Payments: Required if expected liability exceeds certain thresholds.
Extensions: An extension to file (Form BA-403) is generally available. This is an extension to FILE, not an extension to PAY; any tax due must still be paid by the original deadline to avoid interest and penalties.
For Limited Liability Companies (LLCs) in Vermont:
In addition to the Annual Report:
Annual Report Filing Fee (Secretary of State):$45.00 for domestic LLCs; $140.00 for foreign LLCs.
Late Penalty (Secretary of State): A $25.00 late filing fee may apply, in addition to the risk of termination.
Vermont Business Entity Income Tax (Vermont Department of Taxes – Form BI-471 or BI-476):
Frequency: Annually.
Due Date: By the 15th day of the 3rd month following the close of your taxable year (e.g., March 15th for calendar year filers).
Taxation: By default, LLCs are treated as pass-through entities for Vermont income tax purposes (single-member as sole proprietorships, multi-member as partnerships). The income “passes through” to the owners’ individual income tax returns (Form IN-111).
Business Entity Income Tax (BEIT): Vermont generally requires LLCs (and partnerships, S-corporations) to file Form BI-471, Business Income Tax Return. There may be a simplified form (BI-476) for businesses owned exclusively by Vermont residents with only Vermont income.
Minimum Tax: A minimum tax of $250.00 is generally due with Form BI-471/BI-476 for businesses subject to the BEIT.
Corporate-Taxed LLCs: If your LLC has elected to be taxed as a C-corporation or S-corporation for federal purposes, it will file Form CO-411 or Form BI-471 (for S-Corp) respectively and be subject to Vermont corporate income tax or the BEIT.
Nonresident Withholding/Composite Filing: LLCs with nonresident members/owners may be required to withhold and remit Vermont income tax on their share of income or file a composite return.
Estimated Payments & Penalties: Estimated payments may be required, and penalties and interest apply for late filing or payment.
For Partnerships (General Partnerships, Limited Partnerships, Limited Liability Partnerships, Limited Liability Limited Partnerships) in Vermont:
Annual Report Requirement (Vermont Secretary of State):
General Partnerships (GPs): GPs formed solely by agreement are generally NOT required to file an annual report with the Vermont Secretary of State.
Limited Partnerships (LPs) & Limited Liability Limited Partnerships (LLLPs): LPs are not required to file any reports with the state (some sources indicate this, while others lump them with LLCs for the March 31st deadline, best to verify).
Limited Liability Partnerships (LLPs): These entities ARE required to file an Annual Report.
Due Date:April 1st of each year.
Filing Fee:$15.00 for domestic LLPs; $100.00 for foreign LLPs.
Vermont Business Entity Income Tax (Vermont Department of Taxes – Form BI-471 or BI-476):
Frequency: Annually.
Due Date: By the 15th day of the 3rd month following the close of your taxable year (e.g., March 15th for calendar year filers).
Requirement: Partnerships are generally required to file Form BI-471, Business Income Tax Return, (or BI-476 if all owners are Vermont residents with only Vermont income).
Minimum Tax: A minimum tax of $250.00 is generally due with Form BI-471/BI-476.
Nonresident Withholding/Composite Filing: Partnerships with nonresident partners may be required to withhold and remit Vermont income tax or file a composite return.
Extensions & Penalties: Similar to LLCs, estimated payments may be required, and penalties and interest apply for late filing or payment.
For Non-Profit Corporations in Vermont, please also note the following:
In addition to the Secretary of State filing:
Biennial Report (Vermont Secretary of State):
Frequency: Biennially (every two years).
Due Date: Between January 1st and April 1st of the filing year (the first calendar year following incorporation, and once every 2 years after).
Filing Fee:$20.00.
Late Penalty (Secretary of State): No direct late fee for the biennial report, but failure to file can lead to administrative termination.
Charitable Organization Registration and Annual Renewal (Vermont DOES NOT generally require state-level charitable registration):
Vermont is one of the few states that does not require charitable organizations to register with a state agency (like the Attorney General’s Office or Secretary of State’s Charitable Division) simply for soliciting contributions, whether they are a Vermont organization or based out-of-state.
However, if your non-profit employs professional fundraisers/telemarketers for certain activities, there may be specific registration and reporting requirements for those individuals or entities. It’s important to be aware of any such specific rules if you engage professional solicitors.
Vermont Exempt Organization Business Income Tax:
Frequency: Annually, if applicable.
Applies if: Your non-profit has unrelated business taxable income (UBTI) that exceeds the federal filing threshold. If so, a Vermont Corporate Income Tax return (Form CO-411) would be filed to report and pay tax on UBTI.
No other state-level income tax: Generally, if your non-profit has obtained 501(c) tax-exempt status from the IRS, it is also exempt from Vermont corporate income tax purposes (unless it has UBTI).
Federal IRS Form 990 Series: As a federally tax-exempt organization, your non-profit must file an annual information return with the IRS (Form 990, 990-EZ, 990-PF, or 990-N, depending on your gross receipts and assets). This is typically due by the 15th day of the 5th month after your fiscal year ends (e.g., May 15th for a December 31st fiscal year-end).
What information is generally required for these filings? The various Vermont filings typically require verification or updating of the following:
Your entity’s legal name and Vermont Entity ID number.
The current principal office mailing address.
The name and physical street address of your Vermont Registered Agent.
For Corporations and Nonprofits: Names and addresses of your principal officers and directors.
For LLCs: Names and addresses of managers (if manager-managed) or members (if member-managed).
For LLPs: Names and addresses of partners.
Updated contact information for the entity.
For tax filings: Financial information (income, expenses, etc.).
How can we assist you? We understand that navigating these compliance requirements, especially with Vermont’s varying due dates based on fiscal year-end and its Business Entity Income Tax, can be complex. We are here to assist you with understanding and fulfilling your Vermont compliance obligations. Our services for these filings include:
Determining your specific filing requirements and due dates.
Gathering the necessary information.
Preparing and accurately filing your Annual Reports/Biennial Reports with the Vermont Secretary of State.
Assisting with the preparation and filing of your Vermont income tax returns (e.g., corporate income tax, business income tax) (if applicable).
Advising on any specific charitable solicitation requirements.
Arranging payment of the applicable fees/taxes.
Confirming receipt and good standing with the Vermont Secretary of State and, if applicable, the Department of Taxes.
Please do not hesitate to contact us at your earliest convenience to discuss your Vermont compliance obligations. We can help ensure your entity remains in good standing and avoids any potential adverse consequences.
