Vermont: LLC Annual and Biennial Report Requirements
The short answer
Yes. A Vermont LLC files an annual report with the Secretary of State within three months after the end of its fiscal year — for a calendar-year LLC, by March 31. The report is short: the company name, its designated-office address, and its agent for service of process. The fee is $45 for a Vermont LLC ($170 for a foreign one). Vermont is unusually strict about a missed report: the articles of organization terminate, though the LLC can reinstate by filing the overdue report plus the fee and a $35 reinstatement fee for each missed year.
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This is the general rule in Vermont. Ezel applies current Vermont law to your specific facts and answers with citations to the statutes.
| Periodic report obligation | Yes — an annual report filed with the Secretary of State (11 V.S.A. § 4033). Both domestic LLCs and foreign LLCs authorized to transact business in Vermont must file. It is a short informational filing, not a tax return |
|---|---|
| Frequency and first report | Every year, on a fiscal-year cycle. Due 'within three months after the expiration of the company's fiscal year' (§ 4033(c)); the first report follows the LLC's first fiscal-year close after formation. Vermont keys the deadline to your fiscal year, not your formation date |
| Due date and filing window | Within three months after the end of the LLC's fiscal year (§ 4033(c)). For an LLC on the common calendar fiscal year (ending December 31), that means by March 31. The report's information must be 'current as of the date the annual report is signed on behalf of the company' (§ 4033(b)) |
| Filing office and method | Vermont Secretary of State, Corporations Division. File online through the state's business filing portal (bizfilings.vermont.gov) or on paper. The report is filed and signed on behalf of the company (§ 4033(a)–(b)) |
| Required information | Just three items: the company's name and the state or country under whose law it is organized; the address of its designated office; and the name, email, and address of its agent for service of process (§ 4033(a)(1)–(3)). The agent-email requirement was added by the 2025 amendment. No list of members or managers is required |
| Filing fee and related charges | $45 for a domestic LLC's annual report and $170 for a foreign LLC's (11 V.S.A. § 4007(a)(15)–(16); as of 2026-07-16). Reinstatement of a terminated LLC costs $35 (§ 4007(a)(17)). No franchise tax is collected with the report |
| Late fee and delinquency | No flat daily late fee. The consequence is direct: 'The articles of organization of a limited liability company that fails to file an annual report ... shall terminate' (§ 4034(a)(1)). A terminated LLC loses its authority, and a lawsuit by or against it is subject to dismissal unless it is reinstated (§ 4034) |
| Dissolution, reinstatement, and cure | The articles of organization terminate on failure to file the annual report (§ 4034(a)(1)); a foreign LLC's certificate of authority terminates on notice (§ 4034(a)(2)). To return, the LLC files its overdue report 'together with the annual report filing fee and the reinstatement fee for each year' it missed (§ 4034(a)(3)); reinstatement 'relates back to and takes effect as of' the termination (§ 4034(b)). The LLC keeps its name unless the report goes unfiled for more than five years after its due date (§ 4034(c)) |
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Requirements one by one
Periodic report obligation
Vermont requires an annual report filed with the Secretary of State (11 V.S.A. § 4033). Both
Vermont LLCs and out-of-state (foreign) LLCs authorized to do business here must file. It is a
short informational filing — a name, an address, and an agent — not a tax return, and Vermont
LLCs owe no separate franchise tax alongside it.
Frequency and first report
The report is due every year, but Vermont ties the deadline to your fiscal year, not to a
fixed statewide date or your formation date. Section 4033(c) requires it "within three months
after the expiration of the company's fiscal year." A newly formed LLC files its first report
after its first fiscal-year close.
Due date and filing window
Count three months from the end of your LLC's fiscal year (§ 4033(c)). Most LLCs use a calendar
fiscal year ending December 31, which puts the deadline at March 31. If your LLC uses a
different fiscal year, your deadline shifts accordingly. The information on the report must be
"current as of the date the annual report is signed on behalf of the company" (§ 4033(b)).
Filing office and method
File with the Vermont Secretary of State, Corporations Division — online through the state's
business filing portal (bizfilings.vermont.gov) or on paper. Section 4033 requires the report to
be filed with the Secretary of State and signed on behalf of the company.
Required information
Vermont's report asks for very little. Section 4033(a) lists exactly three items: the company's
name and the state or country under whose law it is organized; the address of its designated
office; and the name, email, and address of its agent for service of process. The agent-email
field is new — it was added by the 2025 amendment (2025 Act 10, effective July 1, 2025). Notably,
Vermont does not ask an LLC to list its members or managers on the annual report.
Filing fee and related charges
The fee is $45 for a Vermont (domestic) LLC and $170 for a foreign LLC (11 V.S.A.
§ 4007(a)(15)–(16), as of July 16, 2026). If an LLC is later terminated for not filing, bringing
it back costs a $35 reinstatement fee for each missed year (§ 4007(a)(17)), on top of the
annual-report fee itself. No franchise or income tax is bundled into the report.
Late fee and delinquency
Vermont does not run a daily late-fee meter. Its approach is blunter: under § 4034(a)(1), "the
articles of organization of a limited liability company that fails to file an annual report ...
shall terminate." A terminated LLC loses its authority to operate, and § 4034 makes a lawsuit
by or against a terminated company "subject to dismissal" unless the company reinstates. In other
words, in Vermont a missed annual report does not just cost a late fee — it can end the entity.
Dissolution, reinstatement, and cure
Termination is the flip side of reinstatement. When an LLC fails to file, its articles of
organization terminate (§ 4034(a)(1)); a foreign LLC's certificate of authority terminates, and
the Secretary of State notifies it (§ 4034(a)(2)). To restore the entity, the LLC files its
overdue annual report "together with the annual report filing fee and the reinstatement fee for
each year the company failed to file" (§ 4034(a)(3)). The reward for fixing it is meaningful:
reinstatement "relates back to and takes effect as of" the termination date (§ 4034(b)), so the
LLC is treated as though it never lapsed. One hard outer limit protects the name: an LLC "shall
lose the right to retain its name" if the report stays unfiled for more than five years after
its due date (§ 4034(c)).
What trips people up
- The deadline follows your fiscal year, not your formation date. Section 4033(c) sets it at
three months after fiscal-year end — March 31 for a calendar-year LLC, different if you use a
fiscal year that ends in another month. - A missed report terminates the LLC, not just dings it. Vermont has no gentle "delinquent but
alive" status for a non-filer; § 4034(a)(1) says the articles "shall terminate." Reinstatement
is available, but the entity is genuinely terminated in the meantime. - Reinstatement is priced per missed year. Section 4034(a)(3) requires the annual-report fee
and a $35 reinstatement fee "for each year" you failed to file — so the longer the lapse, the
more it costs to come back. - You have five years to protect the name. Reinstatement relates back and preserves the
entity, but let the report sit unfiled for more than five years past its due date and § 4034(c)
lets the LLC lose the exclusive right to its name.
Common questions
When is my Vermont LLC's annual report due?
Within three months after your LLC's fiscal year ends (§ 4033(c)). For the usual December 31
fiscal year, that means by March 31.
How much does it cost?
$45 for a Vermont LLC, $170 for a foreign LLC (§ 4007(a)(15)–(16)). Reinstatement, if you are ever
terminated, is $35 per missed year (§ 4007(a)(17)).
What actually happens if I don't file?
Your LLC's articles of organization terminate under § 4034(a)(1). The entity loses its authority,
and pending litigation can be dismissed until you reinstate.
Can I get a terminated Vermont LLC back?
Yes — file the overdue report with the annual-report fee and the $35-per-year reinstatement fee
(§ 4034(a)(3)). Reinstatement relates back to the termination date (§ 4034(b)), and your name is
protected unless the report has been unfiled for over five years (§ 4034(c)).
Statutes and sources
- 11 V.S.A. § 4033 — LLC annual report: contents (name/jurisdiction, designated office, agent
with email), the "current as of signing" rule, and the three-months-after-fiscal-year-end
deadline. Amended by 2025 Act 10 (eff. July 1, 2025).
https://legislature.vermont.gov/statutes/section/11/025/04033 (accessed 2026-07-16) - 11 V.S.A. § 4007(a) — Secretary of State fee schedule: $45 domestic LLC annual report, $170
foreign LLC annual report, $35 reinstatement.
https://legislature.vermont.gov/statutes/fullchapter/11/025 (accessed 2026-07-16) - 11 V.S.A. § 4034 — involuntary termination for a missed annual report, reinstatement (report
plus per-year fees, relation back), and loss of the name after five years.
https://legislature.vermont.gov/statutes/fullchapter/11/025 (accessed 2026-07-16)
Source links
Every statute quoted above, linked, with the date we checked it.
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