LLC Frequently Asked Questions (FAQs)
What is an LLC?
An LLC is not a corporation or a partnership, but it has
elements of these other forms of business organization. An LLC is treated
as a corporation for purposes of limited liability and as a partnership,
if properly structured, for purposes of taxation. LLC members can fully participate
in management decisions, while remaining protected from personal liability.
An LLC can be run by a manager or directly by its members. These qualities
make LLCs more attractive to some business people as compared to partnerships
or subchapter S corporations.
Articles and Reports
After Articles are filed, what are the filing requirements?
Each LLC is required
to file an annual report at the close of its fiscal year. It is the responsibility
of the company to prepare and file its annual report in a timely manner.
Corporations Division will mail a form to the registered agent when the
report is due.
What happens if an organization is "involuntarily terminated" by
the Secretary of State's Office for non-compliance?
A terminated organization is no longer considered in good standing
with the State and could have serious consequences if legal action
is brought against the terminated company.Why would an organization
be terminated?
If an organization fails to file a report or pay its fees, if it is without a registered agent or registered office for 60 days, or if it fails to notify the Secretary of State within 120 days that its registered agent or office has changed, or fails to notify our office that a registered agent has resigned or is deceased
Why does an organization need a registered agent?
Sometimes called a process
agent, the registered agent is required so that any entity wishing to file
a lawsuit against your organization for alleged crimes or civil violations
can establish jurisdiction over a real person who actually lives in Vermont.
What are common reasons that the Secretary of State's office rejects filings?
Incomplete
forms are returned unless fields are inapplicable or optional. If the form
says it needs the signature of a notary public--believe it!
Unfortunately, every application must be accompanied by a specified fee. No application can be processed without the fee attached. Checks should be made payable to the Secretary of State and don't forget to sign the check! At the present time we do not accept credit or debit card payments.
On occasion we receive an application that we can't read - no matter how hard we try. If we can't read it - we can't file it. We recommend that you type or print your application. Some applicants purposely misspell words in the business name in order to be unique, but others, make unintentional spelling errors. For most of the application it doesn't matter, but it does matter for the "name" - you should pay particular attention to make sure that you have written the name of your entity correctly. If we are not sure what you intend we may return it to you for clarification, because once the name is approved - spelled correctly or not - the only way it can be fixed is by filing another document and another fee.
If the name you wanted is not available, we may reject a form. Also, the name that you use in your original Articles of Incorporation must match our database (to the letter!), unless you have filed an amendment to change that name. Please avoid using acronyms (e.g. YMCA for Young Men's Christian Association) unless you have registered the abbreviated version of your organizations name as a trade name.
Faxed or emailed filings will be returned until there is a law permitting electronic filings of signatures and until we are able to accept fee payments on-line.
How long will it take to process an application?
Normal turn around time for processing applications takes 3 to 5 working
days. We do not have an expedited service, but if you have an emergency and
need a filing sooner, and it is reasonable and within our power to do, we
will gladly accommodate you. Our busiest time of the year is between January
and April. This is the time that most corporations (between 17,000 - 22,000)
choose to file their annual report. With this large volume of mail, it is
necessary for every one to assist with the sorting, distributing, and opening
the daily mail - even with added temporary help the normal day-to-day processing
takes longer. During this period of time, hand delivering your application
is highly recommended, if you have a deadline to meet, however, hand delivering
does not mean that we can process your application while you wait - but it
does assure you that your application is opened, dated and will be processed
with the current days mail and not buried with the annual reports - in the
yet to be opened mail.
Can an application be faxed or filed online?
Not yet, but stay tuned. We will be happy to fax you a form or you can print
the form off the Internet, but an application can not be filed by return
fax or online. The main reasons are that all applications require an original
signature, fees must be attached, and as yet we don't have the capability
of filing forms electronically.
Why are the letters "L.L.C.", required after
the name ?
Certain
entities require that an ending indicator be attached to the name to indicate
what type of entity it is. For example, corporations (profit and nonprofit)
must use words like corporation, company, incorporated, or initials thereof
and partnerships must use limited partnership, limited liability partnership,
etc. or initials thereof. On the other hand, trade names cannot use these
types of indicators as a part of its name. Any application for a trade name
with "company" attached will be returned. Each form
will indicate the type of ending that is required for that particular entity.
Trade Names
How do I find out if a trade name is available?
You can do a preliminary name
search yourself by going to our database or you can call us at 802-828-2386
and we will do a similar search for you. It is important, however, that you
remember that this is just a preliminary search and is not an ok for you
to begin using the name. A name will not be available if there is an exact
match or if a name very similar is found. A final search will be conducted
when your conformed application is received in this office. Don't spend money
on advertising, letter head or put up any signs until the name is officially
approved by this office. If you think the name you have chosen is questionable,
you may want to attach an accompanying sheet of paper listing alternate names,
in order of your preference, and we will approve the first name that is available.
Once your business name is approved you can begin using the name, but remember
you have to use the name exactly the way it is registered. You can't register "Joe's
Bar & Grill" and
then put up a sign for "Joe's Bar." It is also important that you
understand that even if you receive a valid registration for a name, it is
not a guarantee that someone, somewhere may have a prior claim to that name
and challenge your use of it.
Taxes and Tax Numbers
What is an Employer Identification Number (E.I.N.) and what organizations
need one?
An employer identification number, or EIN, is also known as a taxpayer
identification number, or TIN. A sole proprietorship that has no employees
and files no excise or pension tax returns is the only business that does
not need an employer identification number. In this instance, the sole proprietor
uses his or her social security number as the taxpayer identification number.
How do I apply for an employer identification number (E.I.N.)?
To obtain
an EIN, you must complete Form
SS-4, Application for Employer Identification
Number. After you have completed the Form SS-4, you can obtain the EIN by
mail, FAX, or by phone. The instructions for Form SS-4 provide both an IRS
service center address and a phone number for Tele-TIN. For more information,
refer to Tax Topic 755, Employer Identification Number (EIN) - How to Apply,
or Publication 1635, Understanding Your EIN.
Who can I contact for business assistance?
- VERMONT WORLD TRADE OFFICE: Promotes assistance with exporting your
products and services. Contact number is (802) 865-0493 or Toll-free (877)
VTXPORT, in Vermont. Website: http://www.vermontworldtrade.org/
- VERMONT AGENCY OF COMMERCE AND
COMMUNITY DEVELOPMENT: This agency hosts
economic development, housing, tourism, historical tax credit programs,
and commerce. Contact number is (800) 622-4553. Website: www.state.vt.us/dca
- VERMONT BUSINESS ASSISTANCE NETWORK:
This network connects Vermont businesses with the government opportunities,
both state and federal, and a Vermont business directory. Also, download "The
Vermonter's Guide to Doing Business",
a handy reference at http://www.dca.state.vt.us/
- VERMONT ECONOMIC DEVELOPMENT AUTHORITY
(VEDA): Vermont offers a range
of financing options to help businesses succeed. Find out more information
by calling (802) 828-5627 or at www.state.vt.us/veda
- VERMONT DEPARTMENT OF TOURISM & MARKETING: The contact number is
(802) 828-3237. Website: www.travel-vermont.com
- VERMONT DEPARTMENT OF EMPLOYMENT & TRAINING: Offers a full range
of workforce related services and information through One-Stop Career Resource
Centers, throughout Vermont. Website: http://www.det.state.vt.us/
- DISADVANTAGED BUSINESS CONTRACTING WITH THE VERMONT AGENCY OF TRANSPORTATION:
Small Business assistance in the form of Disadvantaged Business Enterprise
(woman and minority owned business) and other programs which provide contract
opportunities with AOT. Contact number is (802) 828-2657.
- VERMONT DEPARTMENT
OF AGRICULTURE: Is responsible for issuing licenses,
certifications and standards connected with agricultural, pesticides, greenhouses
and nurseries, grades and standards, weights and measures, and labeling.
Ask for the Vermont Specialty Food Resource Guide if you are in that industry
by calling (802) 828-2416. Website: www.state.vt.us/agric/index.htm
- VERMONT BUSINESSES FOR SOCIAL RESPONSIBILITY: Phone: (802) 862-8347.
Website: http://www.VBSR.org/
- VERMONT GROCER'S ASSOCIATION: Phone (802) 775-5460.
- VERMONT SPECIALTY FOOD ASSOCIATION: Phone: (802) 828-3828.
- VERMONT HANDCRAFTERS: Phone (802) 223-2636.
- VERMONT LODGING & RESTAURANT ASSOCIATION: Phone: (802) 660-9001.
- VERMONT RETAIL ASSOCIATION: Phone: (802) 879-6999.
- VERMONT WOOD MANUFACTURERS ASSOCIATION: Phone: (802) 828-3211. Website:
http://www.vermontwood.com/
- VERMONT/NEW HAMPSHIRE DIRECT MARKETING GROUP: Phone: (888) VTNHDMG.
Contact: vtnhmg@vtnhdmg.org
- VERMONT VENTURE NETWORK: A monthly breakfast meeting to meet bankers, investors, and other entrepreneurs. Kmerritt@merritt-merritt.com