How to Reinstate an LLC in Vermont – 2024 Guide


Steve Bennett
Steve Bennett
Business Formation Expert
Steve runs LLCBuddy, helping entrepreneurs set up their LLCs easily. He offers clear guides, articles, and FAQs to simplify the process. His team keeps everything accurate and current, focusing on state rules, registered agents, and compliance. Steve’s passion for helping businesses grow makes LLCBuddy a go-to resource for starting and managing an LLC.

All Posts by Steve →
Business Formation Expert  |   Fact Checked by Editorial Staff
Last updated: 
LLCBuddy™ offers informative content for educational purposes only, not as a substitute for professional legal or tax advice. We may earn commissions if you use the services we recommend on this site.
At LLCBuddy, we don't just offer information; we provide a curated experience backed by extensive research and expertise. Led by Steve, a seasoned expert in the LLC formation sector, our platform is built on years of hands-on experience and a deep understanding of the nuances involved in establishing and running an LLC. We've navigated the intricacies of the industry, sifted through the complexities, and packaged our knowledge into a comprehensive, user-friendly guide. Our commitment is to empower you with reliable, up-to-date, and actionable insights, ensuring you make informed decisions. With LLCBuddy, you're not just getting a tutorial; you're gaining a trustworthy partner for your entrepreneurial journey.
Get Vermont LLC Reinstated

Reinstatement of an LLC in Vermont involves a simple process. In general, after dissolving a limited liability company, sometimes LLCs restore their good standing and continue their operations. Depending on the reason for dissolution, the reinstatement occurs. In most cases in Vermont, if the dissolution is administrative, the chances of reinstatement are higher.

This article will take you through the process of restoring your business. The editors from LLCBuddy focus mainly on how to reinstate an LLC in Vermont, also known as The Green Mountain State. There might be several reasons for LLC dissolution in Vermont. This article will also list the type of dissolution in Vermont and which ones are eligible for reinstation.

What is LLC Reinstatement in Vermont?

LLC reinstatement simply refers to returning an administratively dissolved or revoked business entity to active status. In case the Limited Liability Company doesn’t comply with the state requirements, such as non-payment for necessary fees and not filing annual reports, it may dissolve by the Vermont Secretary of State. When companies have been reinstated, they regain their legal capacity, thereby facilitating continued operations. In some cases, the companies can be dissolved due to legal issues or by members’ choices.

LLC Dissolution in Vermont

There can be several reasons why a Limited Liability Company gets dissolved in Vermont. Certain types of dissolution can be identified based on the reasons given. In Vermont, reinstatement of an LLC depends on how and why the LLC got dissolved in Vermont in the first place.

  1. Administrative Dissolution: If the LLC fails to comply with the State rules, like filing proper documents (annual reports, BOI reports in Vermont), tax dues, or any other administrative issues, the state can dissolve the LLC in Vermont.
  2. Judicial Dissolution: If there is any lawsuit and court orders to dissolve the company, the said LLC has to shut it down.
  3. Dissolution Due to Expiration: In some cases, LLCs were formed for a particular reason or for a specific time. Hence, the LLC was automatically dissolved after the purpose was served or the period was over.
  4. Voluntary Dissolution: When members decide to dissolve the LLC, they file the dissolution form with Vermont Secretary of State.

How to Reinstate an LLC in Vermont

As mentioned above, reinstatement takes place depending on the type of dissolution. The steps involved in restoring your LLC are moderately simple; however, getting professional help before you start processing LLC reinstatement is recommended. Here are the initial steps to follow before you file for reinstatement in Vermont.

Initial Steps Before Filing for Reinstatement

In Vermont, most of the businesses are reinstated after administrative dissolution. That is the most common type of reinstatement for any business, such as LLC or Corporation in Vermont. There are a few steps before you start the restore process.

Identify Reasons for Dissolution

Before you start reinstating your LLC, you must know why your company was dissolved. Some common reasons are:

  • Missing annual reports.
  • Unpaid state taxes.
  • Non-compliance with specific state regulations.

If need be, contact Vermont Department of Taxes to know whether you owe any outstanding tax obligations. Besides, going through the Vermont Secretary of State correspondences or checking the Certificate of Good Standing online can help you understand why dissolution was done in your entity.

Gather Necessary Information Regarding the LLC in Vermont

To avoid delays in filing, gather all necessary information ahead of time, including:

  • Business Name: You should first check if it is still available and has not been taken by another entity.
  • Document Number: It can often be found on previous filings or notices issued by the Vermont Secretary of State.
  • Details of Previous Filings and Compliance Records: These involve past annual reports, tax returns, and other compliance materials.

How to File an LLC Reinstatement Document

Once you are determined to restore your LLC (or business), you must proceed with the filing of a reinstatement application. In Vermont, the reinstatement document is called Application For Reinstatement. The next task is to get the forms from the official Vermont Secretary of State business section. A reinstatement fee might be paid to the Vermont SOS.

Forms

In order to reinstate your LLC, you have to fill out various forms which could include:

  • LLC Reinstatement Form: You can file your LLC reinstatement offline or online (whichever is available and convenient for you).
  • Additional Forms: Depending on what type of dissolution it is, you might need to file additional forms to Vermont Tax Department [Vermont Department of Taxes] or Insurance Department [Vermont Department of Financial Regulation, Insurance Division]. Besides, the Certificate of Good Standing in Vermont might be needed.
  • Annual Report Filing: For administrative dissolution, the LLC must file the annual reports and pay the due annual report fees along with the reinstatement form.

Fees

The following fees may be incurred during reinstatement:

  • Reinstatement Fee: In Vermont, the LLC reinstatement fee is $25.
  • Annual Report Fees: Your company could have to pay for each year it didn’t file the annual reports. The annual report fee in Vermont is $35.
  • Late Fees and Penalties: There are possible late fees and penalties if you miss the filing deadlines set by Vermont.

Accepted methods of payment are as follows:

  • Credit Card – Visa, MasterCard, American Express or Discover.
  • For offline payment – Check with the Vermont Secretary of State for details.

Supported browsers include:

  • Chrome
  • Edge
  • Firefox
  • Safari
  • Opera

Processing Time and Confirmation

The processing time for reinstatement of your LLC in Vermont varies depending on the filing method. For online filing (if available), it takes less time to process than that of offline filing. However, sometimes it takes almost the same time for both methods.

  • Processing time for LLC reinstatement: In Vermont, it takes 1 working day to process the documents if filed online. For filing by mail, the reinstatement process takes 7 to 10 working days.

Updating LLC Information During Reinstatement

Upon reinstatement, you have an opportunity to update your LLC’s information.

  • Update members’ or managers’: Changing Members and Managers: You can add, delete, or change Members and Managers.
  • Update names and addresses as necessary.
  • Update Registered Agent Information: Change the registered agent or office address.

Changing the Resident Agent in Vermont

To change the existing Resident Agent for your LLC, you must attach a separate application for the same. Check how to change a registered agent in Vermont to know more about the process.

Updating Business Address

Principal Office & Mailing Address changes may also be made in these areas:

  1. Fill out the Address Change Form – where required by Vermont Secretary of State.
  2. Submit LLC Amendment Form – to update the business address or other details of your LLC, you might submit the Vermont LLC Amendment to the SOS.
  3. Submit with Reinstatement Application – Ensure all information provided is correct.

Post-Reinstatement Requirements

After getting a company back into good standing, more steps are necessary to maintain compliance:

  • Obtain a Copy of the Reinstatement Certificate
  • Updating Business Licenses
  • Make sure that all business licenses are up-to-date:
    • General Business License- Verify with do not need to obtain.
    • Specific Permits and Licenses- Check for any industry-specific requirements.
  • Verifying Good Standing Status
    • Vermont Annual Reports – File on time each year.
    • Tax Payments – Pay all state taxes due.

It might look like the steps are simple to reinstate your LLC. However, it is not as simple as it looks. Considering all the paperwork and legal complexities, it is recommended to hire professionals. You must read the best LLC services in Vermont where you can explore the professional services for your consideration.

Additional Considerations

  • Federal Requirements: Reporting Beneficial Ownership Information: Federal requirement for reporting beneficial ownership information since January 1, 2024. Visit the Beneficial Ownership Page on Vermont Secretary of State website for more details.
  • Name Availability: Name change is one of the options to consider when an original business name is not available. DBA in Vermont can also be filed if the previous name is not available. Fill out the correct amendment form with Vermont Secretary of State.
  • Contracts and EIN Reinstatement: Contracts and your EIN might be impacted by reinstating your LLC:
  • Renew Contracts: You will need to talk with vendors, banks, and customers about the revival.
  • Get a New EIN: When this becomes necessary, you should acquire it from the IRS.

Benefits of Reinstatement

There are certain important advantages of restoring your company’s existence:

  • Restores Good Standing: This makes the company become legally recognized again within the state.
  • Maintains Limited Liability Protection: This will protect the business’s owners from being liable for any company’s debts.
  • Ensures Business Continuity: The company can, therefore, continue operating without any legal challenges.
  • Preserve Business Credibility: For instance, a good relationship with clients is necessary for maintaining trust amongst suppliers and financial institutions.

Common Reasons for Administrative Dissolution

  • Failure to File Annual Reports: Filing annual reports that many states like Vermont require companies such as Limited Liability Companies (LLCs) is a must; otherwise, it may lead to dissolution.
  • Unpaid Taxes: An LLC could be dissolved until taxes are paid if any franchise taxes are pending or some state tax has not been settled.
  • Non-Compliance with Other State Requirements: For instance, where there isn’t a registered agent maintained within a specified period while being subjected to several business regulations set by the state.

Reinstatement After Dissolution in Vermont

  • Depending on the type of dissolution, reinstatement takes place. For Administrative Dissolution, reinstatement is very common and possible in Vermont.
  • For voluntary dissolution, reinstatement is not common. Because the LLC dissolution in Vermont is voluntary by members, it is not common for them to restore the LLC in Vermont.
  • For Judiciary Dissolution, it is very uncommon to reinstate in Vermont. Most of the time, court orders do not allow the LLCs to restore their business in the state they are located in. In very exclusive cases, they can be reinstated if the court passes such an order.

FAQs

How do I reinstate my LLC in Vermont?
To reinstate your LLC in Vermont, you must file an Application for Reinstatement with the Vermont Secretary of State.
What is the fee to reinstate an LLC in Vermont?
The fee to reinstate an LLC in Vermont is $75, plus any additional fees for annual reports and late fees.
Can I reinstate my Vermont LLC online?
Yes, you can reinstate your Vermont LLC online by visiting the Vermont Secretary of State’s website and filling out the necessary forms.
Is there a time limit to reinstate a dissolved Vermont LLC?
Yes, there is a time limit to reinstate a dissolved Vermont LLC. You have five years from the date of dissolution to reinstate your LLC.
What happens if I don’t reinstate my Vermont LLC within the time limit?
If you don’t reinstate your Vermont LLC within the time limit, you will have to form a new LLC and go through the entire registration process again.
Can I reinstate my Vermont LLC if it was administratively dissolved?
Yes, you can reinstate your Vermont LLC if it was administratively dissolved by filing the necessary paperwork and paying the reinstatement fees.
How long does it take to reinstate an LLC in Vermont?
The processing time to reinstate an LLC in Vermont varies, but it typically takes around 7-10 business days for the Vermont Secretary of State to process the reinstatement.
Do I need to file annual reports for my reinstated Vermont LLC?
Yes, once your Vermont LLC is reinstated, you will need to file annual reports with the Vermont Secretary of State to maintain compliance.
Can I change my Vermont LLC’s name during the reinstatement process?
Yes, you can change your Vermont LLC’s name during the reinstatement process by including the requested name change in the reinstatement application.
What documents do I need to submit to reinstate my Vermont LLC?
To reinstate your Vermont LLC, you will need to submit an Application for Reinstatement, any outstanding annual reports, and pay the reinstatement fee.
Can I reinstate my Vermont LLC if it was dissolved for failure to file annual reports?
Yes, you can reinstate your Vermont LLC if it was dissolved for failure to file annual reports by submitting the missing reports along with the reinstatement application.
Will my Vermont LLC have the same EIN after reinstatement?
Yes, your Vermont LLC will retain the same Employer Identification Number (EIN) after reinstatement, as it is tied to the entity rather than its status.
Can I reinstate my Vermont LLC if it was dissolved for failure to pay taxes?
Yes, you can reinstate your Vermont LLC if it was dissolved for failure to pay taxes by resolving the tax issue and submitting the necessary paperwork for reinstatement.
Do I need to notify customers and vendors of my Vermont LLC’s reinstatement?
It is recommended to notify customers and vendors of your Vermont LLC’s reinstatement to maintain transparency and update any necessary records.
Can I operate my Vermont LLC while the reinstatement is pending?
It is not recommended to operate your Vermont LLC while the reinstatement is pending, as it may affect your liability protection and compliance status.
What do I do if I missed the deadline to reinstate my Vermont LLC?
If you missed the deadline to reinstate your Vermont LLC, you will need to form a new LLC and go through the registration process again.
Do I need to notify the IRS of my Vermont LLC’s reinstatement?
If there have been any changes to your Vermont LLC’s tax status during the reinstatement process, it is recommended to notify the IRS to ensure proper tax filings.
Can I reinstate my Vermont LLC if it was voluntarily dissolved?
Yes, you can reinstate your Vermont LLC if it was voluntarily dissolved by filing the necessary paperwork and paying the reinstatement fee.
Do I need to update my Vermont LLC’s operating agreement during reinstatement?
It is not required to update your Vermont LLC’s operating agreement during reinstatement unless there have been significant changes that affect the operation of the business.
Can I reinstate my Vermont LLC if it was involuntarily dissolved?
Yes, you can reinstate your Vermont LLC if it was involuntarily dissolved by correcting the issues that led to the dissolution and submitting the necessary paperwork for reinstatement.
Can I reinstate my Vermont LLC if it was revoked for non-compliance?
Yes, you can reinstate your Vermont LLC if it was revoked for non-compliance by addressing the compliance issues and submitting the reinstatement paperwork.
Can I reinstate my Vermont LLC if it was dissolved for failure to maintain a registered agent?
Yes, you can reinstate your Vermont LLC if it was dissolved for failure to maintain a registered agent by appointing a new registered agent and submitting the necessary paperwork for reinstatement.
Can I reinstate my Vermont LLC if it was dissolved for failure to pay annual fees?
Yes, you can reinstate your Vermont LLC if it was dissolved for failure to pay annual fees by submitting the outstanding fees along with the reinstatement application.
Can I reinstate my Vermont LLC if it was dissolved for failure to file a biennial report?
Yes, you can reinstate your Vermont LLC if it was dissolved for failure to file a biennial report by submitting the missing report along with the reinstatement application.
Can I reinstate my Vermont LLC if it was dissolved for failure to maintain a principal address?
Yes, you can reinstate your Vermont LLC if it was dissolved for failure to maintain a principal address by updating the address and submitting the necessary paperwork for reinstatement.
Can I reinstate my Vermont LLC if it was dissolved for failure to file an annual fee permit application?
Yes, you can reinstate your Vermont LLC if it was dissolved for failure to file an annual fee permit application by completing the permit application and submitting it along with the reinstatement paperwork.
Can I reinstate my Vermont LLC if it was dissolved for not appointing a commercial registered agent?
Yes, you can reinstate your Vermont LLC if it was dissolved for not appointing a commercial registered agent by appointing a commercial registered agent and submitting the necessary reinstatement paperwork.
Can I reinstate my Vermont LLC if it was dissolved for not maintaining a principal office?
Yes, you can reinstate your Vermont LLC if it was dissolved for not maintaining a principal office by establishing a principal office and submitting the required reinstatement documents.
How do I reinstate an LLC in Vermont?
To reinstate an LLC in Vermont, you must file an application for reinstatement with the Secretary of State’s office.
What is the deadline for reinstating an LLC in Vermont?
The deadline for reinstating an LLC in Vermont varies depending on the reason for dissolution, but it is generally within a certain period after the date of dissolution.

Also Read

In Conclusion

LLC reinstatement or restoration in Vermont mostly depends on the type of dissolution. If it is a voluntary dissolution by the members or managers, then probably the reinstatement won’t occur. However, the LLC reinstatement will be done for other types of involuntary dissolutions in Vermont. As mentioned, you must submit the Certificate of Good Standing and updated Annual Report to the SOS to restore the LLC.

Besides, every LLC gets a certain time limit after dissolution. Within that period, reinstatement can be registered. In some states, there is no such time limit. Hence, they can file for restoration of their business any time after the dissolution process is completed. Though this article explains the DIY methods of filing your LLC reinstatement, it is highly recommended that you get professional help.

Always remember to meet state requirements consistently, which will prevent further involuntary dissolutions in the future and maintain the reputation of your company while at the same time preserving its basic features.

Leave a Comment