How to File a Vermont LLC or Corporation Amendment

After forming your Vermont limited liability company (LLC) or corporation, you may not realize how important it is to keep your business state compliant. An important part of this compliance is realizing that when you make certain changes to your Vermont corporation or LLC’s information, it may require filing an amendment to your Articles of Organization or Articles of Incorporation with the state. This means filing Vermont Articles of Amendment with the Secretary of State, Corporations Division. If this sounds complicated, don’t worry! Let’s take a deeper look at what this process entails and show you how we can help.

Amending a Vermont LLC Articles of Organization

If you need to make changes to a Vermont LLC, we’ll show you how in this section. But if you need to make changes to a corporation, keep scrolling to the section titled, “Amending a Vermont Corporation Articles of Incorporation.”

Step 1: Determine if you need to amend your Articles of Organization

In Vermont, the Articles of Organization is the form you need to use to form your LLC to begin with; technically, your LLC won’t even exist until you file this form. The Articles of Organization requests a variety of information about your business, including:

• Company name
• Address of initial designated office
• Name and street address of initial registered agent
• Name and address of each organizer
• A provision stating whether or not the company has members at the time of filing

The Articles of Organization also need to state whether the LLC is a low-profit LLC (LC3). This type of business structure is a for-profit organization that focuses primarily on a socially beneficial purpose rather than maximizing profits. 

Generally speaking, if you need to make changes to any of this founding information, then you’ll need to file an amendment.

Step 2: Identify and gather the information you need to amend

Vermont LLCs need to file the Articles of Amendment to make changes to their founding documents. But before you dive into the paperwork, it’s helpful to gather the information you need to make your desired changes.

Here’s the information you’ll need for filing the Articles:

• Your current LLC name
• The date you organized
• New business name (if applicable)
• New LLC structure (if applicable)
• Duration of your business (if changing)
• New fiscal year structure
• New designated office address
• New business description (if applicable)
• How the LLC will be managed
• Name and address for each principal of the LLC
• New business email address
• Effective date of the filing

You’ll need to include all of the information pertinent to your changes. Having this information on hand can help streamline your filing process.

Why should I update my Articles of Organization?

Keeping your business compliant with state business regulations helps it maintain its entitlement to all of its legal benefits. When you file your entity as a legal LLC in Vermont, all information included in your filing becomes public knowledge. If your information changes but you don’t update it, the public may not have accurate contact information. Any changes in your registered agent should be reported as well since they are responsible for receiving service of process and other important communications on behalf of your business.

Are there penalties if I don’t?

Failing to keep your Articles of Organization up-to-date will result in loss of good standing status, and the Secretary’s office won’t issue you a Certificate of Good Standing (CGS). Not being able to get a CGS for your LLC can severely limit your ability to grow your business. For example, a CGS is typically required to obtain financing. Furthermore, some clients or investors won’t do business with a company that cannot produce a CGS. This highlights the importance of keeping accurate records and timely filing changes with the state. 

If all this talk about state compliance is overwhelming, don’t worry. We offer a Worry-Free Compliance service where we help you stay on top of things. We send reminders about upcoming filing requirements, and we’ll file two amendments per year for your LLC (you only need to pay filing fees). If you lose your good standing status, we offer support to get you caught up and back in compliance. 

Step 3: File your amendment with the Vermont Secretary of State

Now it’s time to file your paperwork. Vermont allows you to file your Articles of Amendment online, an in-person drop-off, or mailing the form to the Secretary of State’s office. If you’re filing online, you’ll need to log into the Corporations Division’s website. If you’re going to file a paper form, you’ll need to get the “Articles of Amendment of a Vermont Limited Liability Company” form. Either way, you’ll need to fill in the form with the information you gathered during step 2.

At the time of this writing, there’s a $25 filing fee for this form. Once your paperwork is processed, your amendment will go into effect.

Amending a Vermont Corporation Articles of Incorporation

Need to make changes to a Vermont corporation? We’ll show you how in this section.

Step 1: Determine if you need to amend your Articles of Incorporation

In Vermont, the Articles of Incorporation is the form you’ll use to create your corporation. Strictly speaking, your corporation won’t even exist until you file this form. The Articles requests a variety of information about your business, including:

• Your corporation’s name
• Your corporation type
• End month for your fiscal year
• Description of your business
• Business email address
• Principal business address
• Name and address of your registered agent
• Number of shares the corporation can issue, their classes, and par values
• Name and address of the incorporator(s)
• Whether the corporation will be managed by a board of directors or not
• If using directors, the name and address of each
• Delayed effective date for the form (if desired)

Generally speaking, if you need to make changes to this founding information, you’ll need to file an amendment.

Step 2: Identify and gather the information you need to amend

Vermont corporations use the Articles of Amendment to make changes to their founding documents. But before you dive into this paperwork, it’s helpful to gather the information you need for your desired changes.

The Articles of Amendment requires a variety of information, including:

• Current business name
• Date of incorporation
• New business name (if applicable)
• New corporate subtype (if applicable)
• New business description
• New principal office information
• Name and address for the company’s current principal officers or directors
• Any new provisions for your stock
• New fiscal year close
• How the amendments were approved
• Delayed effective date
• Name and signature of an authorized officer

Having all of this information on hand can help streamline your filing process.

Step 3: File your amendment with the Vermont Secretary of State

Now it’s time to file your amendment paperwork. Vermont allows you to file this form online, by mail, or an in-person drop-off at the Secretary of State’s office. If you’re going to file online, you’ll need to log into the Corporations Division portion of the Secretary of State’s website. If you’re filing using a paper form, you’ll need to get the “Articles of Amendment of a Vermont General Corporation” form. Either way, you’ll need to fill it out with all the information you gathered during step 2.

At the time of this writing, there’s a $25 filing fee. Once your paperwork is processed, your amendment will go into effect.

Vermont Articles of Amendment vs. Restated Articles

While you can amend the Articles of Organization or Articles of Incorporation, you also have the option to restate them. Restated Articles are different from amended ones in that they supersede the original articles. Unfortunately, there are no forms available for a restatement and you can’t submit this type of filing online. Vermont law provides some instructions for creating your own Restated Articles of Organization or Restated Articles of Incorporation. 

Restated articles must include the company’s name, any former names, the date of filing the original Articles of Organization or Articles of Incorporation, and the restatements. A person with authority must sign the document and include the filing fee when mailing or delivering the Restated Articles of Organization or Restated Articles of Incorporation.

Vermont Articles of Amendment vs. Articles of Correction

Articles of Correction are for correcting information whereas Articles of Amendment are for updating, changing, or adding information to the Articles of Organization or Articles of Incorporation. 

Mistakes happen and sometimes Articles of Organization or Articles of Incorporation have incorrect statements, missing information, or the document has a defective signature. If that’s the case, you need to file Articles of Correction. The Secretary of State doesn’t provide a form, so you’re responsible for creating your own articles. The title of the document must include “Articles of Correction” and state the following:

• A description of the document being corrected (title of document, business name, and date of original filing)
• Specification of what information is incorrect and why it’s incorrect
• A corrected statement
• A copy of the defective filing

You can only file Articles of Correction in person or by mail to the Secretary of State’s office, and you must include the appropriate filing fee. 

Let us help keep your Vermont business compliant

Changes to an LLC or corporation occur from time to time, and it’s important (and required) to let the state know. We are here to make the Vermont amendment process easier with our Worry-Free Compliance service and amendment filing service. We can explain what you need, file the appropriate documents, and help you stay compliant so that you keep your business in good standing.