What happens if your Vermont LLC misses its annual report, and how to reinstate it
Vermont’s own word for it: “Involuntary termination” / “terminated”. Time limit to get back: None (name kept 5 years). Tax clearance: No.
Checked against the Vermont Secretary of State, Business Services Division, September 2026.
- What Vermont calls it
- “Involuntary termination” / “terminated”
- Tax clearance
- No
- Time limit to get back
- None (name kept 5 years)
How it unfolds in Vermont
- MissedAnnual report
- Status“Involuntary termination” / “terminated”
- The way backOnline reinstatement with the missed annual reports
Vermont Secretary of State, Business Services Division (Corporations)
What does Vermont call a company that missed its filings?
The statute calls it “involuntary termination”: the LLC’s articles of organization “shall terminate” (11 V.S.A. § 4034). The Secretary of State says an entity that loses good standing shows a business status of either “terminated” or “inactive”, “depending on how long the business entity has been out of compliance”.
What triggers it in Vermont?
Statute: failing to file the annual report required by 11 V.S.A. § 4033. It is due within three months after the end of the LLC’s fiscal year. The Secretary of State’s page also lists failing to maintain a registered agent in Vermont as a cause of termination.
Before it happens
The statute gives no grace or cure period for a domestic LLC: its articles ‘shall terminate’ when it fails to file the annual report. (A notice duty in § 4034(a)(2) is stated only for foreign LLCs.)
How do you reinstate a Vermont LLC?
There is no separate reinstatement form. File a Reinstatement online: in the SOS Online Business Service Center, choose ‘VT SEC OF STATE ONLINE SERVICES’, then ‘File your Reinstatement’, and enter all required and updated information. All filings must be made online. A paper check can be used by choosing ‘I Want to Print & Mail With Check’. By statute, reinstatement follows filing the annual report with the annual report fee and the reinstatement fee for each year missed.
Where to file
Vermont Secretary of State, Business Services Division, Montpelier (online Business Service Center).
Missed filings and fees
Yes. The LLC files its annual report together with the annual report filing fee and the reinstatement fee for each year it failed to file.
Is there a deadline to reinstate a Vermont LLC?
No deadline for reinstatement is stated. The statute says a terminated LLC that files its reports and fees ‘shall be reinstated’. Only name retention ends after five years.
Do you need tax clearance in Vermont?
No
Neither 11 V.S.A. § 4034 nor the SOS reinstatement page mentions a tax clearance or Department of Taxes letter.
What happens to the company name meanwhile?
The LLC loses the right to keep its name if the annual report is not filed within five years after it was due. Before that, the name is kept.
What changes once it is fixed?
Reinstatement relates back to the effective date of termination ‘as if the termination never occurred’. While terminated, the LLC can still be sued, but a proceeding is subject to dismissal unless it is reinstated. Pending proceedings are not abated. The agent’s authority does not end. Members’ and managers’ limited liability status is not altered. Acts between termination and reinstatement remain valid.
What changes for corporations in Vermont?
Corporations follow the same model under 11A V.S.A. § 14.20 (‘Involuntary termination’). A corporation that fails to file its annual report (§ 16.22) terminates, and the SOS must notify it. It is reinstated by filing the report with any fee required by law. Reinstatement relates back. Differences: the name is lost only if the report is not filed within five years after it was due AND another corporation files articles requesting that name. Profit corporations’ annual reports are due within two and a half months after fiscal year end, compared with three months for LLCs.
What should you file first?
There is no separate tax clearance step for a Vermont LLC, so the filing comes first, with the missed filings and fees described above.
The filing
Online reinstatement with the missed annual reports
Where it goes
Vermont Secretary of State, Business Services Division, Montpelier (online Business Service Center).
What does Vermont ask you to file, so it does not happen again?
| Obligation | Form | Due | If late |
|---|---|---|---|
| LLC formation (Articles of Organization) | Articles of Organization (11 V.S.A. § 4023) | At formation | N/A |
| Annual report (LLC / PLC / L3C) | Annual Report (11 V.S.A. § 4033), filed in the Online Business Service Center | Within the three months following your fiscal year end on record — so 31 March if your fiscal year ends 31 December | Loss of good standing; a separate reinstatement filing is needed after a termination for an unfiled annual report |
| Annual report (profit corporation) | Annual Report (11A V.S.A. § 16.22) | Within the two and a half months following the fiscal year end on record | Loss of good standing; reinstatement filing required |
| Biennial report (nonprofit corporation) | Biennial Report | Between 1 January and 1 April, every two years, beginning the first year after registration | Loss of good standing |
| Change of registered agent | Change of Registered Agent (11 V.S.A. § 4008 for an LLC; Statement of Change of Agent for Service of Process, 11 V.S.A. § 1630, on the partnership side) | When the agent, the registered office, the agent’s mailing address or the agent’s email changes | - |
From the same Vermont record as the Vermont registered agent page. State fees change; we confirm current amounts with you before anything is filed.
Put every recurring Vermont deadline in your calendar with the compliance calendar, or see what Vermont requires of your registered agent.
Which Vermont laws govern it?
11 V.S.A. § 4034 (involuntary termination and reinstatement); § 4033 (annual report); § 4007 and § 1655 (agent for service of process).
Sources, checked September 2026:
- Vermont General Assembly— 11 V.S.A. §§ 4033, 4034
- Vermont General Assembly; Vermont Secretary of State— 11 V.S.A. § 4034(a); SOS Reinstatements page
- Vermont General Assembly; Vermont Secretary of State— 11 V.S.A. §§ 4033(c), 4034(a)(1); SOS Reinstatements page
- Vermont General Assembly— 11 V.S.A. § 4034(a)
- Vermont Secretary of State— SOS Reinstatements page; 11 V.S.A. § 4034(a)(3)
- Vermont Secretary of State— SOS Reinstatements page
- Vermont General Assembly; Vermont Secretary of State— 11 V.S.A. § 4034; SOS Reinstatements page
- Vermont General Assembly— 11 V.S.A. § 4034(a)(3)
- Vermont General Assembly— 11 V.S.A. § 4034(c)
- Vermont General Assembly— 11 V.S.A. § 4034(a)(3), (c)
- Vermont General Assembly— 11 V.S.A. § 4034(b), (d)
- Vermont General Assembly; Vermont Secretary of State— 11A V.S.A. § 14.20; SOS Annual/Biennial Reports page
Checked against the Vermont Secretary of State, Business Services Division (Corporations) and the statutes above · Last checked September 2026. Not legal advice: the filing office has the final word on your entity.
Vermont
Behind on a Vermont filing?
Send us the entity and any notice you received. A compliance check shows where it stands with the Vermont Secretary of State, Business Services Division, and state fees are confirmed with you before anything is filed.