VT registered agent

Vermont registered agent service, $3.50 a year

Vermont requires every corporation and LLC on its books to keep a registered agent at a real address in the state. Here is what Vermont law says about who that agent has to be and where it has to be.

What Vermont requires of a registered agent

The requirement

Partial only. Each corporation must continuously maintain a registered office and a registered agent 'pursuant to 11 V.S.A. § 1655, whose business office is identical with the registered office'; LLCs must designate 'an agent for service of process pursuant to section 1655 of this title' (11 V.S.A. § 4007). Vermont's 2025 Act 10 moved WHO may serve, appointment mechanics, and resignation into 11 V.S.A. § 1655 (Title 11, ch. 21), which is not in the corpus, so the substantive eligibility criteria could not be verified.

Each corporation must continuously maintain in this State: (1) a registered office that may be the same as any of its places of business; and (2) a registered agent for service of process pursuant to 11 V.S.A. § 1655, whose business office is identical with the registered office.

Source: state statute, via incFACTS: 11A V.S.A. § 5.01; 11 V.S.A. § 4007

How we comply

We don't.

What Vermont does to your company when we don't

Here is what the state does to an entity that has no agent, or whose agent is us.

Revocation (foreign entities)

The Secretary of State shall terminate a foreign corporation's certificate of authority if it is without a registered agent or registered office in Vermont, or fails to report an agent/office change or resignation.

The Secretary of State shall terminate the certificate of authority of a foreign corporation if: ... (3) the foreign corporation is without a registered agent for service of process or registered office in this State; (4) the foreign corporation fails to inform the Secretary of State under section 15.08 or 15.09 of this title that its registered agent for service of process or registered office has changed

Source: state statute, via incFACTS: 11A V.S.A. § 15.30(a)(3)-(4)

Revocation (foreign entities)

The Secretary of State may revoke a foreign LLC's certificate of authority if it does not appoint and maintain an agent for service of process, or fails to file a statement of change within 30 days of an agent name/address change (60-day cure window).

The Secretary of State may revoke a certificate of authority of a foreign limited liability company to transact business in this State ... if: (1) the company does not: ... (B) appoint and maintain an agent for service of process as required by section 4007 of this title; or (C) deliver for filing a statement of change under section 4008 of this title within 30 days after a change has occurred in the name or address of the agent

Source: state statute, via incFACTS: 11 V.S.A. § 4117(a)(1)(B)-(C)

And also

Termination of a foreign corporation's certificate of authority appoints the Secretary of State as the corporation's agent for service of process for causes of action arising while it was authorized.

The Secretary of State's termination of a foreign corporation's certificate of authority appoints the Secretary of State the foreign corporation's agent for service of process in any proceeding based on a cause of action that arose during the time the foreign corporation was authorized to transact or was transacting without authorization business in this State.

Source: state statute, via incFACTS: 11A V.S.A. § 15.30(d)

No access to the courts

A foreign corporation (or foreign LLC) transacting business without a certificate of authority may not maintain a proceeding or raise a counterclaim, crossclaim, or affirmative defense in any Vermont court until it obtains one.

A foreign corporation transacting business in this State without a certificate of authority may not maintain a proceeding or raise a counterclaim, crossclaim, or affirmative defense in any court in this State until it obtains a certificate of authority.

Source: state statute, via incFACTS: 11A V.S.A. § 15.02(a); 11 V.S.A. § 4119(a)(1)

Civil penalty

A foreign LLC transacting business without a certificate of authority is liable for $50.00 per day (max $10,000.00 per year) plus back fees.

A foreign limited liability company that transacts business in this State without a certificate of authority shall be liable to the State for: (1) a civil penalty of $50.00 for each day, not to exceed a total of $10,000.00 for each year, it transacts business in this State without a certificate of authority; (2) an amount equal to the fees due under this chapter during the period it transacted business in this State without a certificate of authority

Source: state statute, via incFACTS: 11 V.S.A. § 4119(e)(1)-(2)

The bill to come back

Reinstatement fee

A terminated foreign corporation must correct each ground and pay a reinstatement fee of $25.00 for each year it is delinquent; a domestic corporation involuntarily terminated for annual-report failure pays the annual report fee plus a $50.00 reinstatement fee per year missed; an LLC pays a $35.00 reinstatement fee.

If the foreign corporation corrects each ground for termination and demonstrates to the reasonable satisfaction of the Secretary of State that each ground cited in the notice of termination does not exist, and pays to the Secretary of State a reinstatement fee of $25.00 for each year it is delinquent, the secretary may cancel the termination and prepare a certificate of reinstatement

Source: state statute, via incFACTS: 11A V.S.A. § 15.30(e); 11A V.S.A. § 1.22(d); 11 V.S.A. § 4012(a)(17)

What happens to the lawsuit you never saw

We couldn't be bothered to look this up. Vermont puts the fallback rules for serving an agentless company somewhere other than the entity code, and we stopped reading.

Statutory text as captured by incFACTS (retrieved 2026-08-01, verified word-for-word against the state code 2026-08-10). Laws change. The statute governs; this page does not.

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