Vermont Articles of Incorporation of a Vermont General Corporation | Form Corp – 1(G)

The Vermont Articles of a Vermont General Corporation | Form Corp – 1(G) are required by the Vermont Secretary of State Division of Corporations when an entity wishes to incorporate as a general profit corporation, professional corporation, worker’s cooperative corporation, and benefit corporation. The information requested on this template form will generally cover the standard reporting requirements for these entity types, though some may need to include additional information depending on the sub-type or specific circumstances.

These articles must be submitted in duplicate. That is, you may submit one original and completed Vermont Articles of a Vermont General Corporation and one copy or two original completed Vermont Articles of Incorporation of a Vermont General Corporation. You will also need a self addressed stamped envelope and make sure to pay the $125.00 Filing Fee at the time of submission. You may submit these documents to Vermont Secretary of State, Corporations Division, 128 State Street, Montpelier, VT 05633-1104 in person or by mail. This may be done with a check made out to VT SOS. If filing online, you must have a login and may submit your payment by credit card or echeck. You may do this by going to https://www.vtsosonline.com/online/Account?referrer=BF.

How To File

Download Form

Step 1 – Utilize the link above (“Download Form”) to save a blank Vermont Articles of Incorporation of a Vermont General Corporation. This file is in a PDF format thus you may use a PDF program to edit it or you may print it then type the information in.

Step 2 – In the box located at the top left hand corner, enter the Full Name of the person who will receive documents mailed back from the Vermont Secretary of State Corporations Division regarding these articles.

Step 3 – On the line labeled “Address,” enter the Mailing Address where the Vermont Secretary of State should send documents pertaining to these articles.

Step 4 – On the blank line in Article 1, you must enter the Name you wish to give your corporation. This should include the corporate designator for the entity being formed. Professional corporations may use corporate designators such as Professional Corporation or PC while profit corporations in general may use designators such as Corporation or Incorporated.

Step 5 – Article 2 will define the type of profit corporation is being filed and give the option of further defining the sub type. If this is a professional corporation then you must mark the first check box in Article 2a. If this is a Worker’s Cooperative Corporation then you must check the second box in Article 2a. If this is a Benefit Corporation then you must mark the third box in Article 2a, then name the Benefit Director on the blank line in Article 2a. If your corporation fits any of these subtypes, then you must report it as such. You may only choose box.

Step 6 – Article 2b is optional, if the last month of the Fiscal Year is December you may leave this blank or fill it in. If the Last Month of the Fiscal Year is any other month, it must be entered on the blank space provided.

Step 7 – In Article 2c, you must report the purpose of forming this corporation which may be done by simply entering the NAICS Code on the blank line (this is preferred). Otherwise enter the purpose of why this business is being formed and how it will operate on the blank line provided (labeled “Business Desscription”).

Step 8 – Article 2d is also optional. Here, you may report the Email Address which the Vermont Secretary of State may use in association with the corporation being formed here.

Step 9 – Locate Article 3, “Initial Principal Business Office,” you will need to report the relevant Address(es) for the Principal Office of the corporation being created. Article 3a must be filled out with the geographic location of the Principal Business Office. Enter the Building, Street, and any applicable Unit Number on the blank line following the words “Physical Street Address: No PO Box.” Below this enter the City where the Principal Office is located on the “City/Town” line then the State on the “State/Province” line. Finally, report the Country and the Postal Code where the Principal Office is located on the third line.

Step 10 – If the forming corporation has a Mailing Address that differs from the Physical Address, this must be reported in Article 3b. If applicable, enter the Building Number/Street/Unit Number/P.O. Box on the blank line next to the words “Mailing Address.” Then, on the next line, enter the City and State of the Mailing Address in the appropriate blank lines. Finally, report the Country and Zip/Postal Code on the first and second blank spaces (respectively) on the third line.

Step 11 – Article 4 will contain four sections. In Article 4a, report the Full Name of the Initial Registered Agent for this corporation.

Step 12 – In Article 4b, enter the Physical Address of the Vermont Registered Office on the blank line provided. This may not contain a P.O. Box. Then on the line next following “City/Town” enter the City the Vermont Registered Office is located in. Finally, enter the Zip Code, where the Vermont Registered Office is located, on the blank line following “Zip.”

Step 12 – Article 4c is conditional. If the Vermont Registered Agent receives his/her mail at an Address different from the Physical Address, then report the Mailing Address on the blank lines provided in Article 4b. The first blank line may be used for the Street Address while the second blank line contains spaces for the City/Town and the Zip Code.

Step 13 – In Article 4d, report the Email Address where the Vermont Registered Agent may be reliably reached.

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Step 14 – In Article 5a, report the Total Number of Shares the Capital Stock has been divided into on the first blank. Below this, enter the Total Par Value of this stock on the blank space with the dollar sign ($).

Step 15 – In Article 5b, you must choose one of the boxes to describe how the capital stock is divided. If it is not divided and is one class then mark the first box. If it is divided then mark the second box, report the Total Number of Preferred Shares in item 1, the Total Number of Common Shares in item 2, and report any other divisions in item 3. Then, in the box labeled “(4),” report the Classes with unlimited Voting Right. Item 5 requires a report on which Classes will receive the corporation’s net assets when it dissolves.

Step 16 – In Article 6, you will need to report the Full Name and the Complete Address of the Incorporator starting this corporation. There will be a blank line for the Name, Address, City/Town, State/Province, Country, and Zip/Postal Code for this entry to be made.

Step 17 – In Article 7, list the Full Name and Address of each of the Initial Directors. There is enough room to list three however if there are more then check the box labeled “This corporation has more than (3) Directors and/or Officers” then attach a document with the remaining Roster. Each entry must contain the Full Name, Street Address, City, State, Country, and Zip Code for one Director/Officer.

Step 18 – The Incorporator listed in Article 6 must sign his or her Name on the blank line labeled “Signature of Incorporator.” The next blank space, “Date,” will need to have the Date of Signature entered.

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Step 19 – If you are not printing and signing two original Vermont Articles of Incorporation of a Vermont Corporation then make one copy of the completed original. This file must be filed in duplicate. You may submit the Vermont Articles of Incorporation for a Vermont General Profit Corporation, any additional required paperwork, and payment of the $125.00 Filing Fee to the Vermont Secretary of State Division of Corporations in person or by mail. You may not pay with a credit card if filing by mail. When filing by mail you must pay with a check or money order made out to VT SOS. Make sure to include a self addressed stamped envelope when you submit your paperwork.

Submit To:

Vermont Secretary of State
Corporations Division
128 State Street
Montpelier, VT 05633-1104

How To File Electronically

Step 1 – Log In to your Vermont Secretary of State account here: https://www.vtsosonline.com/online/Account?referrer=BF
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Step 2 – From the menu on the left, select the item labeled “VT Sec of State Online Services,” then from the drop down menu select the link labeled “Start or Register Your Business.”VT online profit p2
Step 3 – Select the radio button labeled “I am Creating a New Business.” This will generate a drop down list labeled “Business Type.”
Step 4 – Select  “Profit Corporation” from the drop down list labeled “Business Type.” This will generate a drop down list labeled “Select A Profit Corporation Type.” You may choose from: General, General Professional, Benefit, Benefit Professional, Close, Close Professional, or Close Benefit. For our purposes select, “General.” This will generate the fields necessary to form a general for profit corporation.
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Step 5 – The next section, labeled “Business Name,” will contain three fields: Name of Corporation, Alternate Business Name (1st Choice), and Alternate Business Name (2nd Choice). This will give you an opportunity to select three separate possible Names for your corporation. The first one available will be used.
Step 6 – In the next section, labeled “Purpose of Corporation,” you will have a drop down list of NAICS codes to choose from. Choose the appropriate one describing your corporate business. If the one you have chosen has sub types, a new drop down list with these sub types will appear so you may choose the appropriate one. For our purposes, select the NAICS code “Any legal purpose.”
Step 7 – The “Principal Office Information” section will contain several fields which may be used to report the complete address of the actual location of the Principal Office of this corporation. Do not enter a Mailing Address in the sub heading “Physical Address” (a P.O. Box Address is not acceptable here). Enter the Building Number and Street in the field labeled “Street Address 1.” Then enter any applicable Unit Number in “Street Address 2.” The “City,” “State,” “Country,” and “Zip Code” fields will also need to be filled out. You may select the box labeled “Mailing Address (Please enter any PO Box here, if applicable) Same as Physical Address” if the Mailing Address and the Physical Address are the same. If the Principal Office uses a different Mailing Address, use the “Address 1,” “Address 2,” “City,” “State,” “Country,” and “Zip Code” fields to enter the required information. Once you are finished select the button labeled “Continue.”
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Step 8 – The first field on the next page will require the Email for the corporation to be entered.
Step 9 – Under the heading, “Capital Stock,” enter the Total Number of Common Shares this corporation may issue in
the first text box. Then in the text box next to it (“Total Par Value”), enter the Total Par Value for the Common Shares. In the “Number of Preferred Shares” field, enter the Total Number of Preferred Shares this corporation may issue and the Total Par Value of those shares in the field just to the right of it.
Step 10 – You will need to choose one of the radio buttons in the “Stock Classes” section. If there is only one Class of Capital Stock, select the first radio button. If there is more than one class, then select the second radio button. If you have selected the second radio button several fields will generate. You will need to report the Total Number of Preferred Stock then the Total Number of Common Stock in the first two fields below. If there are Other Classes, then report the Other Classes and the Total Number of Shares in the text box labeled “Other.” In the fourth text box, report the Class(es) of Shares with unlimited voting rights. Finally in the fifth box, report which Classes are eligible to be awarded the net corporate assets upon the corporation’s dissolution.
Step 11 – In the section labeled “Fiscal Year End Month,” use the drop down list to report the last month of this corporation’s Fiscal Year.
Step 12 – The “New Registered Agent” section is where you must document the Identity and Location of the forming corporation’s Registered Agent. If the one you have obtained is a commercial Registered Agent, you may enter his/her/its Name in the “Search Agent Name” box then select yours from the results. If you did not obtain a commercial Registered Agent or yours has not appeared in the results select “Create Agent.” For our purposes, select “Create Agent.” This will generate a pop up window.
Step 13 – The pop up window will contain several fields. In the first field, “Agent Name,” report the Full Name of the Registered Agent. Then, select either “Business” or “Individual” from the “Agent Type” drop down list. Enter the Agent’s Physical Address information in the column on the left. This must be the actual Address where the Agent may be found during business hours. You may use “Street Address 1” and “Street Address 2” to document the Building Number and Street then the Unit Number. Then enter the City in the “City” field, select the State from the “State” drop down menu and enter the “Zip Code” in the “Zip Code field. Finally, select the Country from the drop down list provided. The column on the right will provide the option of selecting the box labeled “Same as Physical Office Address” if the Registered Agent does not have a separate Mailing Address. If the Registered Agent does have a separate Mailing Address then you must enter this information utilizing the fields provided.
VT online profit reg agentStep 14 – The next section, “Officer/Director Information” is optional for a general for profit corporation. However, you may document the Title, Full Name, and Complete Address of each Director and Officer in this corporation. Each entry will require the Officer/Director Title of the individual being reported to be selected from the drop down menu. Then that party’s Full Name entered in “Officer/Director Name.” There will then be two sections for the Address information required. You must report the Physical Address for each party documented utilizing the Address fields. If the Mailing Address is the same as the Physical Address, you may select the box labeled “Mailing Address Same as Physical Address.” If the Mailing Address is different then you must fill this in manual.
Step 15 – If any other Provisions must be reported with these articles, you may include this as a PDF attachment. This option is in the section labeled “Other Provisions…” Here, you may use the “Browse” button to upload a file to these articles.
Step 16 – The final section is labeled “Certify.” If you wish the articles to be Effective as of the current date (assuming they are correct) then select the first radio button. If you wish this to be a later date, then select the second radio button and enter the desired date (up to 90 days from the current date) in the text box provided.
Step 17 – In the text box labeled “Authorizer Signature” and “Authorizer Title,” the Incorporator authorized to form this for profit corporation must enter his or her Name, report his or her Title in the appropriate fields then select “Continue.” The next screen will give you an opportunity to review your information before proceeding to the payment area. You will need to pay the $125.00 Filing Fee with an echeck or a credit card so make sure to have this information handy.
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