Limited Liability Company

Limited Liability Company: an unincorporated business entity that combines the limited personal liability features corporations with the tax benefits of partnerships or sole-proprietorships.

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Management Style

  1. Member-Managed LLC

    An LLC that is managed solely by its members(s) (i.e. its owner(s)). An LLC member is an owner of an LLC; in other words, an LLC member is the equivalent of a corporate shareholder.

  2. Manager-Managed LLC

    An LLC that is managed by at least one manager. An LLC manager is a person appointed by the LLC member(s) to manage the day-to-day operations of the LLC; an LLC Manager is the equivalent of a corporate director. LLC members may be appointed as an/the LLC manager.

LLC Sub-Types

  1. Professional LLC (PLC)

    Allows certain professionals, that are individually licensed in their profession, such as health care, financial, legal, and real estate professionals, to operate as a company. 

    All members, and no fewer than half of any managers appointed must be licensed in the company's profession. (11 V.S.A. §§ 830, 840, and 4011(f))

  2. Low-Profit LLC (L3C)

    Under 11 V.S.A. Ch. 25, SubCh. 11, an LLC may elect to be an L3C if it satisfies the following requirements: 
    • The company significantly furthers the accomplishment of one or more charitable or educational purposes within the meaning of 26 U.S.C. § 170(c)(2)(B);
        
    • Would not have been formed but for the company's relationship to the accomplishment of charitable or educational purposes.
    • No significant purpose of the company is the production of income or the appreciation of property.

    • No purpose of the company is to accomplish one or more political or legislative purposes within the meaning of 26 U.S.C. § 170(c)(2)(D).

   
Foreign (Non-Vermont) LLCs Doing Business in Vermont

If you are an existing out-of-state LLC, PLC, or L3C and wish to do business in Vermont, you will need to obtain a Certificate of Authority from the Office of the Secretary of State. For more information about registering as a foreign LLC, PLC, or L3C, please see “Foreign Business Registration.”
   

Business Name of an LLC

Limited Liability Companies (LLC)

The business name of a limited liability company must end with the one of the following phrases or abbreviations thereof:

  • "Limited Liability Company" ("LLC" or "Ltd Liability Co"), or
  • "Limited Company" ("LC" or "Ltd Co")

Professional LLCs (PLC)

The business name of a professional limited liability company must end with 1 of the following:

  • The word "Professional" with one of the phrases or abbreviations for standard LLCs listed above, or
  • The abbreviation "PLC."

Low-Profit LLCs (L3C)

The business name of a low-profit limited liability company must end with the abbreviation "L3C."

LLC business names may NOT contain the word "cooperative," nor the abbreviation "coop."
   

Limited Liability Company Law

Please visit 11 V.S.A. Ch.21 of the Vermont Statutes Online for more information.
   

Registration Fees

Please see “Fees & Filings” for the costs of registration.
   

Duration of Registration

Once registered, you must renew your LLC, PLC, or L3C registration each year. For renewal information, please see “Annual/Biennial Reports.”

STOP: Before you get started, we recommend that you consult with an attorney, accountant, or business advisor about which business structure is best for you.  

LLC Filings: Online or by Mail

Do not invest in websites, signs, business cards, or other marketing materials until you receive a certificate confirming the availability and your ownership of the requested name.

The state of Vermont operates under a “distinguishable on the record” standard. Under this standard, if the requested name is too similar to an already registered name, such that it would confuse the public as to whom they are dealing with, it will be rejected.

All registrations with the Office of the Secretary of State are subject to name availability rules. Please search our online database for your desired business name to avoid any obvious conflicts.

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Online LLC Filing

Online filing normally takes less than 1 business day.

     
Online registration is the preferred method. There is no extra fee and turnaround times are much faster. For information and instructions about online registration, please see our Online Registration Guide. To begin your online registration, please visit the Online Business Service Center:

Log In & File Online

 

LLC Filings by Mail

Please allow seven to ten business days for the processing of any filings received by mail.

This page was last updated: 2016-06-22