Nonprofit Corporation

NOTE: This page only provides information regarding Nonprofit Corporations

  

Skip to Registration Instructions

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.  

Nonprofit Corporations

A nonprofit corporation is an organization of people committed to a one or more, but not limited to, of the following not-for-profit purposes:

charitable; benevolent; eleemosynary; educational; civic; patriotic; political; religious; social; fraternal; sororal; literary; cultural; athletic; scientific; agricultural; horticultural; animal husbandry; and professional, commercial, industrial, or trade association.  11B V.S.A. § 3.01.

While the purposes for which nonprofits are formed do vary, their core purpose always is to further some greater good, either for society as a whole or for a defined community of interest; not the individual profit of those involved.

   
Nonprofit Corporation Sub-types

There are two subtype categories for nonprofit corporations under state law:

1. Benefit Type

  • Public Benefit: Any nonprofit corporation that is:
    • classified by statute as a public benefit corporation;
    • recognized as exempt under section 501(c)(3) of the Internal Revenue Code, or any successor section; or

    • is organized for a public or charitable purpose and which upon dissolution must distribute its assets to the United States, a state, or a person which is recognized as exempt under section 501(c)(3) of the Internal Revenue Code, or any successor section. 11B V.S.A. § 17.05(1)-(3).

  • Mutual Benefit:  Any corporation that is:
    • classified by statute as a mutual benefit corporation; or
    • does NOT fit within the definition of public benefit corporation. 11B V.S.A. § 17.05(1) and (4).

NOTE: Registration as a Vermont nonprofit does not confer tax exemption status under IRS Code 501(c), (e), (f), or any other federal exemption status with the Internal Revenue Service (IRS). Please contact the IRS for more information regarding if, and if so, how, a nonprofit may become tax exempt.

    

2. Membership Status
Nonprofit corporations are not required to have members. Whether a nonprofit is a membership organization is determined by whether its articles or bylaws provide for members or membership.

  • Member means (without regard to what a person is called in the articles or bylaws) is any person or persons who on more than one occasion, pursuant to a provision of a corporation's articles or bylaws, have the right to vote for the election of a director or directors.  A person is not a member by virtue of any of the following:
    1. any rights such person has as a delegate;
    2. any rights such person has to designate a director or directors;
    3. any rights such person has as a director; or
    4. any rights of association, not including the right to vote for the election of a director or directors, created in the corporation's articles of incorporation or bylaws for persons who participate in the activities of the corporation. 11B V.S.A. § 1.40(21).
  • Membership refers to the rights and obligations a member or members have pursuant to a corporation's articles, bylaws, and Title 11B of the Vermont Statutes Annotated. 11B V.S.A. § 1.40(22).

 

Charitable Organizations doing business in Vermont

If you are an existing out-of-state charitable organization and wish to solicit for membership 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 nonprofit, please see “Foreign Business Registration.”

    

Paid Fundraisers

Under Vermont statutes, all paid fundraisers and paid solicitors who directly or indirectly solicit donations for charitable organizations or charitable purposes are required to register annually with the Vermont Attorney General’s Office and to pay a registration fee. According to 9 V.S.A. § 2471(8):

“Paid fundraiser” means a person who, for financial consideration, solicits contributions from persons in this state, either directly or through employees, agents, or those with whom the paid fundraiser is in privity. A paid fundraiser does not include:

(A) Any person who, for compensation, plans, manages, advises or consults in connection with the solicitation of contributions in this state, but does not solicit contributions; except that if the compensation is in whole or in part dependent on the number or value of contributions received, the person shall be considered a paid fundraiser.

(B) Any person who for profit is regularly and primarily engaged in trade or commerce in this state other than in connection with the raising of funds for charitable purposes and who represents to the public that an amount per unit of goods or services purchased by the public will benefit a charitable purpose.

(C) A bona fide officer or employee of a charitable organization.

(D) A person who solicits for an educational institution at which he or she is a bona fide student, unless the person is paid compensation which is in whole or in part dependent upon the number or value of contributions received.

For more information:

1. Please see:
"UNDERSTAND YOUR RESPONSIBILITIES: GUIDANCE FOR BOARD MEMBERS OF CHARITABLE NONPROFIT ORGANIZATIONS IN VERMONT" by the Attorney General's Office, or
   
2. Visit the Vermont Attorney General’s Office online, or contact them by email at paidfundranulliser@atg.snulltate.vt.usnull or by phone at 802-828-5507.

  

Business Name of a Nonprofit Corporation

The business name of a nonprofit corporation must contain 1 of the following words:

  • "corporation" (Corp)
  • "incorporated" (Inc)
  • "company" (Co)
  • "limited" (Ltd)

Business names may NOT contain the word "cooperative," nor the abbreviation "coop," unless duly registered with the Secretary of State as a cooperative corporation.    

   

Nonprofit Corporation Law

Please see Title 11B of the Vermont Statutes Annotated for more information.

    

Registration Fees

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

    

Duration of Registration

Once registered, you must renew your nonprofit every two years. 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 type is best for you.  

Nonprofit Corporation Filings: Online or by Mail

   
NOTE: 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.

Before you start, whether filing online or by mail, you will should have the following information available:

  1. Business Name: Please note that 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.

  2. Your initial 3 directors: Please see the Nonprofit Directors & Officers page for more information.

  3. Your initial Registered Agent: Please see the Registered Agent page for more information.

  

Online Nonprofit Filing

Online filing normally takes less than 1 business day.

   
Online filing 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

 

Filings by Mail

Please allow 7-10 business days for the processing of any filings received by mail.

This page was last updated: 2017-06-12