Business formation paperwork on a desk, Reinstate a Terminated Vermont LLC or Corporation

Reinstate a Terminated Vermont LLC or Corporation: $35 or $50 Plus Each Missed Annual Report

Reinstate a Terminated Vermont LLC or Corporation: $35 or $50 Plus Each Missed Annual Report

Missed the annual report for your Vermont LLC or corporation? The state does not run a notice-and-dissolution process first. Under Vermont law, the entity terminates, and it can be brought back. Reinstatement is the cure: you file the missing annual report filings, pay their fees, and pay the reinstatement fee for each year you missed. Once the filings are accepted, the entity is treated as if it never terminated.

This guide covers the fees, the filing steps, what termination does and does not change, the five-year name window, and the tax questions you need to check with the Department of Taxes. This is informational content, not legal or tax advice. Termination can affect your contracts and tax filings, so talk to a Vermont attorney and a CPA if your situation is complicated.

Terminated Is Not the Same as Dissolved

Vermont uses termination, not administrative dissolution. The practical difference matters when you plan the cure:

  • An LLC's articles terminate if the annual report is not filed (11 V.S.A. 4034(a)).
  • A corporation that fails to file terminates, and the Secretary of State then notifies it (11A V.S.A. 14.20(a)).

Because the entity has terminated, the fix is reinstatement. You are not forming a new entity, and you do not start over with a new name.

What Reinstatement Costs

Every reinstatement has two parts: the annual report fee for each report you missed, and the reinstatement fee for each year missed. Annual reports are due within three months after the fiscal year end on record for LLCs, which is March 31 for a calendar-year LLC. Corporations file within two and a half months, which is March 15 for a calendar-year corporation.

EntityAnnual report fee (per report)Reinstatement fee (per year missed)Combined per missed year
Domestic LLC$45$35$80
Domestic corporation$60$50$110

Other entity types pay different reinstatement fees:

  • Foreign LLC (registered in Vermont from another state): $35 reinstatement fee. Confirm the annual report fee for a foreign LLC on the Secretary of State fee schedule, because it is not stated in this guide.
  • Foreign corporation: $50 if the termination was for failure to file, or $25 for other involuntary termination.
  • Nonprofit: a $45 reinstatement application plus a $25 reinstatement fee.

Here is a worked example for a domestic LLC that missed two annual reports. The annual report fees come to 2 times $45, or $90. The reinstatement fees come to 2 times $35, or $70. The total is $160. That figure does not include any Department of Taxes amounts, which are covered below.

Check the fee schedule at sos.vermont.gov/business-services/fees-statutes/ before you pay. Fees can change, and the schedule is the source you should rely on.

Step by Step: Reinstating Your Entity

  1. Check the entity record. Search your business in the Vermont Business Search. Confirm the status shows terminated, and copy the entity name exactly as it appears on file.
  2. Confirm the missed years. Count the annual reports that were due and not filed. If you are not sure which years are outstanding, contact the Secretary of State's Business Services Division before you pay. A payment that does not match the record can delay the filing.
  3. Check your registered agent. Every Vermont LLC must continuously maintain an agent for service of process, with that agent's name, email, and address on file. The agent must be a Vermont resident individual or a business with a place of business in Vermont and authority to do business there. If the agent or address has changed, file a Statement of Change: $35 for an LLC or $25 for a corporation.
  4. File online. Use the Online Business Service Center to file the missed annual reports with the reinstatement fees. Online filings are normally processed in less than 1 business day. Mailed filings take 7 to 10 business days. The Secretary of State publishes no expedited fee for business filings, and online filing costs no more than mailing, so online is the fastest path.
  5. Handle your tax filings separately. The Secretary of State filing does not close out your Department of Taxes obligations. Work through the tax section below before you assume the cure is complete.

Reinstatement Relates Back

Reinstatement is retroactive. Once reinstated, the entity is treated as if the termination never occurred (11 V.S.A. 4034(b); 11A V.S.A. 14.20(b)). This helps with the entity's standing going forward. It does not erase what happened during the gap, so read the next section before you assume nothing changed.

What Termination Does Not Change

Termination is less disruptive than many owners expect, but it is not a non-event. Under the LLC statute (11 V.S.A. 4034(d)), termination does not:

  • stop a lawsuit against the entity in its own name,
  • end the authority of the registered agent, or
  • for an LLC, change the limited liability of its members or managers, or affect the validity of acts taken in the interim.

The practical lesson is that a terminated entity can still be sued, and papers can still be served on its agent. Do not ignore notices during the gap. If you receive a summons or demand letter, speak with an attorney right away.

The Five-Year Name Window

An LLC loses the right to its name if the annual report is not filed within five years of its due date (11 V.S.A. 4034(c)). For a corporation, the name is at risk only when another corporation requests it (11A V.S.A. 14.20(c)).

Do not assume a terminated name is open for anyone to register. Terminated names keep their sole rights under the Secretary of State's business name rules. Before you rely on a name, search the Business Search and review the name rules on the Secretary of State site.

Tax Side: Check With the Department of Taxes

Termination at the Secretary of State does not, by itself, end your Department of Taxes duties. Confirm with the Vermont Department of Taxes which returns are still owed for the terminated years. Keep these points in mind:

  • Pass-through entities owe a minimum annual entity tax of $250. That covers S corporations, partnerships, and LLCs taxed as partnerships. You pay it with the business income tax return, Form BI-471 or BI-476.
  • The $250 minimum does not apply to a disregarded single-member LLC.
  • Corporations file the corporate income tax return on Form CO-411.
  • Check with the Department whether the $250 minimum entity tax applies to each terminated year, and whether any returns are owed for those years. Do not assume the answer from the Secretary of State record.
  • If the business collected sales tax, meals and rooms tax, or withheld payroll tax, it has a business tax account with its own filing schedule. Ask the Department about that account too.

Sales tax can be a trap during a gap. Vermont's 6% sales tax applies to goods and a short list of items, and it reaches almost no services. Prepared food, bakery items eaten on the spot, and catering fall under the 9% meals and rooms tax instead, with 10% on alcohol. If your business sold taxable items while it was terminated, confirm how those sales were handled before you close out the account.

When to Bring in a Professional

Hire a Vermont attorney if the entity has been sued, has contracts in dispute, or has members or managers who disagree about reinstating it. Hire a CPA if the terminated years include unfiled returns or unpaid tax. The Vermont Small Business Development Center can help you organize the business side of the cure, including records and next steps, but it does not replace an attorney's or CPA's advice on your specific facts.

Official Resources

This guide is informational content, not legal or tax advice. Fees, deadlines, and tax rules change. Confirm current requirements with the Vermont Secretary of State, the Department of Taxes, and a qualified attorney or CPA before you file.

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