Requirements for a registered agent in Vermont
Your LLC’s registered agent (Vermont law calls it an agent for service of process) must be physically located in the state, and able and willing to receive legal documents. The official Vermont requirements for a registered agent are set out in 11 V.S.A. § 4007 and § 1655. The requirements are:
- Receive Documents: Able and willing to accept legal papers on your LLC’s behalf.
- Physical Address: Have a street address in Vermont, not just a P.O. box. The agent also lists a mailing address, which can be a P.O. box.
- Resident/Registered: A Vermont resident, or a business or nonprofit (other than your LLC) that’s registered and active with the Secretary of State and has a place of business in Vermont.
The registered agent’s street address is referred to as the “registered office.”
How to appoint a registered agent in Vermont
Part of filing your LLC in Vermont involves appointing a registered agent in the Articles of Organization. You can file these articles yourself, or use an LLC formation service that takes care of the legal process for you.
The Articles of Organization ask for your initial registered agent’s:
- Name: The name of the individual or business acting as the registered agent.
- Physical Address: The agent’s Vermont street address. A P.O. box can’t be used.
- Mailing Address: The address where the registered agent primarily receives mail. A P.O. box can be used, or so can the street address.
- Email: The email address for the registered agent.
A P.O. box can be used to receive most legal documents. A physical address is still needed in case papers must be served (e.g. service of process notification), though. Of course, the registered agent must be aware and consent to being appointed.
The Articles of Organization can be filed online or by mail. Both methods are handled by the Vermont Secretary of State’s Business Services Division:
- Online: To do this yourself, file all formation documents through the Business Services Division’s platform. Register for an account, and follow the prompts for creating an LLC. The prompts will take you through each part of the process, including the initial registered agent section.
- You can instead use an LLC formation service to do this. A formation service provides convenience, and some also come with registered agent services for a year.
- Mail: Request the paper form to File Articles of Organization. You can request this through the Forms Request page of the Business Service Division. The full name of the form is “Articles of Organization of a Domestic (Vermont) Limited Liability Company (LLC), Professional LLC (PLC) or Low-Profit LLC (L3C).”
- Complete the form, and mail it to: Vermont Secretary of State, Business Services Division, 128 State Street, Montpelier, VT 05633. The form can alternatively be dropped off here during normal business hours.
The cost of filing Articles of Organization is $155, regardless of whether you file online or by mail. Online filing usually takes less than 1 business day; mail takes 7 to 10 business days.
How to change my registered agent in Vermont?
Should you ever need to change your LLC’s registered agent, this is done by filing a Change of Registered Agent form.
It’s used to change the registered agent and/or change the registered address. For example, you’d file this if you’re the registered agent and your business moves to a new location.
The form is straightforward, but has multiple sections:
- Business Name (Section 1): Your LLC’s legal name as registered with the Vermont Secretary of State. Don’t use any DBA your business might have.
- Business Type (Section 2): Check “limited liability company” if changing the registered agent of an LLC.
- Current Registered Agent (Section 3): The information on record of your LLC’s current registered agent. This includes their name, physical address and mailing address.
- New Registered Agent (Section 4): You can change the registered agent, their physical address, their mailing address, and/or their email. Check all subsections (a through d) that apply, and provide the new information. The same requirements apply.
- Certification of Change: Someone authorized by the LLC signs the change, and the new agent must have agreed to serve. An electronic confirmation is used if filing online.
Again, this is done through the Business Service Division, either online or by mail:
- Online: Log into the Business Services Division platform, and select the option to change your LLC’s registered agent. You’ll be guided through the prompts.
- Mail: Request the paper form to change registered agent from the Business Services Division. Complete the form, and mail it to: Vermont Secretary of State, Business Services Division, 128 State Street, Montpelier, VT 05633. The form can alternatively be dropped off here during normal business hours.
The fee to change your LLC’s registered agent or registered address is $35, which must be paid when filing the change. It’s important to keep track of every Vermont LLC cost to stay compliant and avoid unexpected expenses.
Note on Registered Agent Resignation: Vermont lets registered agents resign from their role by notifying the business or the state. The typical method is to notify the business, which then must file a Change of Registered Agent form (and pay the fee). Should an agent submit their resignation directly to the state, the resignation is effective on the 31st day after the Vermont Secretary of State receives the paperwork. If you don’t appoint a new agent by then, your LLC loses its good standing.
The Business Services Division has a helpful resource on how to change your LLC’s registered agent.
Can I be my own registered agent in Vermont?
You can serve as your business’s own registered agent, so long as you meet the above requirements.
You have to be a Vermont resident, and have a physical address within the state, which your personal residence or business location likely does. In practice, someone needs to be at that address to accept legal papers when they’re delivered, which could be an issue if the business is part-time or you frequently travel.
Being your LLC’s registered agent is the cheapest way to meet this requirement, but it’s not without hassles. You’ll need to personally receive, review and respond to official communications, some of which can take a little while to figure out if you’re unfamiliar with them. That’s time which could otherwise be spent running and growing your business.
Moreover, the penalty for missing a critical mailing can be substantial. Missed tax documents can result in penalties and interest, and you could also face fees for missing any official state communications. Not responding to a service of process mailing can result in further legal troubles.
Benefit of using a Vermont registered agent service
Because of the time commitment and challenges that come with being your own registered agent, many business owners choose to instead use a registered agent service. There are multiple benefits to hiring a business that specializes in registered agent services.
Peace of Mind (to deal with your small business)
Running a small business requires wearing many hats, from chief marketer to primary maintenance person. Being a registered agent doesn’t have to be one of the hats you wear.
Hiring a registered agent service lets you focus on your business, and also hopefully sleep well. You can trust that the service is handling any official communications, and will respond or pass mailings onto you as appropriate. You’ll have more time to spend addressing any other business challenges that keep you up at night.
Privacy
Your LLC’s registered agent will be public information that anyone can request from the Vermont Secretary of State. If you’re the registered agent on record, your full name, address and possibly even email will be available.
By using a registered agent service, you can keep your personal information private. The service will show as the agent of record, and the service’s address as the address of record. Anyone who submits a request for this information won’t see your personal details.
Compliance with Vermont state law
Any registered agent service you choose will comply with Vermont state laws. They’ll have a physical address within the state, and someone at that address to accept legal papers. Of course, all other state requirements for registered agents will be adhered to as well.
This compliance is especially important if you’re an out-of-state business owner, whether because you live in a neighboring state or move after starting the business. You aren’t able to be your LLC’s registered agent if not a Vermont resident.
Flexibility
If you’re your own registered agent, someone needs to be at your Vermont address to accept legal papers when they’re delivered, which can be restrictive if you prefer flexible hours, travel often, or work remotely at times.
When you outsource to a registered agent service, they make sure someone is there to receive legal papers, so you can set your own schedule, head out of town, or work remotely, without worrying about missed communications or service of process.
Reduces paperwork
Running a small business involves seemingly no small amount of paperwork. You’ll have invoices, receipts, tax records, permits and plenty of other papers in the office.
A registered agent will take any official mailings, reducing your paperwork at least some. More importantly, they’ll make sure important documents and notices don’t get lost in the pile on your desk, including reminders about your annual report.
Registered agent service for your LLC
If you’re looking for a convenient, reliable and hassle-free way to receive official communications from Vermont or other parties, a registered agent service will do this for you. Hire a registered agent service to meet your LLC’s requirement of having one. Registered agent services typically cost $50–$300 per year. Tailor Brands’ registered agent service is $199 per year.
FAQ
Yes. Every Vermont LLC, and every foreign LLC authorized to do business in Vermont, must keep a registered agent with a street and mailing address in Vermont.
No. Vermont requires that your LLC’s registered agent has a street address within the state. The agent can list a P.O. box for most mailings, but a physical address is still needed in case you receive service of process (notice of a lawsuit).
Failing to meet the state’s registered agent requirement could jeopardize your LLC’s good standing with the state. Your business then might not be able to legally operate, until a registered agent and good standing is restored. Additionally, you might miss important legal notices or even service of process. This could result in default judgments or other penalties that your business must pay.
Yes. Business owners who decide that being their own registered agent takes too much time can switch to a registered agent service. This requires hiring a service, and filing a Change of Registered Agent form. There’s a $35 fee.