How to Withdraw a Foreign Business in Vermont
In this guide to withdrawing a foreign LLC or corporation in Vermont, we’ll discuss what it means to be a foreign business, the forms you’ll need to file to withdraw or cancel it, and anything else you need to know.
Steps to Withdraw a Foreign LLC or Corporation in Vermont
To withdraw your foreign LLC or corporation in Vermont, you’ll need to file official state paperwork with Vermont’s Secretary of State (SOS). Our guide shows you how to do it.
What is a foreign business in Vermont?
When companies expand their business to another state, they’re called “foreign businesses.” To operate legally, they need to register with that state by completing a process called foreign qualification. If the business stops doing business in that state, they can withdraw their business and cancel their foreign registration.
How do I withdraw my foreign LLC in Vermont?
To withdraw a foreign LLC in Vermont, you need to file a Certificate of Cancellation with the Vermont SOS. This document formally closes your LLC’s registration in the state.
How do I withdraw my foreign corporation in Vermont?
To withdraw your foreign Vermont corporation, file an Application for Certificate of Withdrawal with Vermont’s SOS.
How do you file a Vermont withdrawal application for a foreign LLC or corporation?
You can file online through the Vermont Secretary of State’s website, by mail, or in-person.
Online:
Business Services Division
Mail:
Vermont Secretary of State
Corporations Division
128 State Street
Montpelier, VT 05633-1104
Note: You will need an online account to file online. Get one here.
How much does it cost to withdraw a foreign business in Vermont?
Both LLCs and corporations pay $25 to file.
How long will it take Vermont to process the withdrawal filing?
Online processing typically takes less than 1 business day and is the method preferred by the Vermont Secretary of State. In-person and mail filings are processed in about 5 business days.
Foreign Vermont LLC or Corporation Withdrawal FAQs
Can I withdraw my business by not filing Vermont’s Annual Report?
Yes and no. Foreign corporations and LLCs authorized to do business in Vermont are required to file a Vermont Annual Report the Vermont SOS at the end of each fiscal year (as designated in the Certificate of Authority). The report must be filed within two and a half months after the end of the fiscal year.
If your foreign corporation or LLC does not file the annual report and required fee by the due date, the Vermont SOS will notify you that your certificate of authority has been terminated. This means that yes, your LLC or corporation no longer has the ability to do business in Vermont, but it also means your business may be subject to a big fat fine from Vermont’s SOS.
Can a foreign business lose its ability to operate for not filing an annual report?
Yes.
Are there late fees or penalties to re-register the business?
The Vermont SOC allows foreign corporations and LLCs to reinstate so that they can resume doing business. You would have to file your missing annual report(s), plus the fee and penalty fee, to reinstate your foreign entity.
- A foreign LLC would have to pay the $125 annual report fee, plus a $25 penalty, per missed annual report.
- A foreign corporation would have to pay the $175 annual report fee, plus a $25 penalty per missed annual report
Learn how to reinstate a Vermont LLC or Vermont corporation.
How long must a registered agent accept service of process after a withdrawal is filed?
The foreign corporation or LLC revokes the authority of its Vermont registered agent to accept service of process on its behalf by filing the application for withdrawal. So once the withdrawal is filed, the registered agent no longer has to accept process for the corporation or LLC.
Learn more about Vermont’s registered agent resignation process.
What is the difference between withdrawing and dissolving a business?
Foreign entities withdraw their business from a foreign jurisdiction. Domestic entities dissolve their business in their home state.
For example, an LLC that originated in Vermont is domestic to Vermont. If it stopped operating in the state, it would need to dissolve the business. If it operated as a foreign business in another state, it would need to withdrawal from that state if it wanted to close up shop.
Learn how to dissolve a Vermont LLC or a Vermont corporation.
What if I want to start a foreign LLC or corporation in Vermont?
No problem! Our guides on how to form a foreign Vermont LLC or a foreign Vermont corporation are easy to follow. You can even hire us to do it for you!