Low-Profit LLC

The low-profit limited liability company (L3C) is a hybrid nonprofit/for-profit entity: like a nonprofit, its primary purpose is charitable or educational; but like an LLC, it can make a profit. An L3C, specifically, is a company that:

  1. significantly furthers the accomplishment of one or more charitable or educational purposes within the meaning of 26 U.S.C. § 170(c)(2)(B):
  2. would NOT have been formed except for the company's relationship to the accomplishment of its charitable or educational purposes;
  3. does NOT have a "significant purpose" of producing income or appreciating property (though both are allowed); and
  4. does NOT exist to accomplish one or more political or legislative purposes within the meaning of 26 U.S.C. § 170(c)(2)(D)

NOTE: L3Cs are not eligible for tax exemption under Internal Revenue Code § 501(c).

Foreign (Non-Vermont) L3Cs Doing Business in Vermont

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

Business Name of Low-Profit LLCs

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

L3C business names may NOT contain the word "cooperative," nor the abbreviation "coop."

Low-Profit LLC Law

11 V.S.A. Ch. 25, SubCh. 11 (effective July 1, 2015)

Registration Fees

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

Duration of Registration

Once registered, you must renew your 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.

L3C Filings: Online or by Mail

Please see “Limited Liability Company” for registration instructions.

This page was last updated: 2018-02-13