How to Amend a Vermont Articles of Organization

After forming your Vermont limited liability company (LLC), you may not realize how important it is to keep your business state compliant. An important part of this compliance is realizing that when you make certain changes to your Vermont LLC’s information, it may require filing an amendment to your Articles of Organization with the state. This means filing Vermont Articles of Amendment with the Secretary of State, Corporations Division. If this sounds complicated, don’t worry! Let’s take a deeper look at what this process entails and show you how we can help.

What are Vermont Articles of Organization?

Articles of Organization are your official formation documents for LLCs in Vermont. When you file your formation documents and the state accepts them, your LLC is officially authorized to do business. In Vermont, Articles of Organization must include the following:

• Company name
• Address of initial designated office
• Name and street address of initial registered agent
• Name and address of each organizer
• A provision stating whether or not the company has members at the time of filing

The Articles of Organization also need to state whether the LLC is a low-profit LLC (LC3). This type of business structure is a for-profit organization that focuses primarily on a socially beneficial purpose rather than maximizing profits. 

If you’re looking to create your own LLC, head over to our Vermont LLC formation service page to see how we can make the formation process easier (including finding you a Vermont registered agent). 

Step 1: Determine if you need to change your Vermont Articles of Organization 

You may need to change the Articles of Organization for several reasons, such as choosing a new business name. As mentioned earlier, Articles of Organization are necessary to legally create a business entity. If the information in the Articles of Organization changes, needs to be updated, or if you want to add additional provisions, you must inform the state. 

The Secretary of State must know of certain business updates for three main reasons. First, the information in the Articles of Organization is made public after the Secretary of State accepts the document. So if someone needs to contact the LLC, the information in the articles must be accurate. Second, in the event your LLC must receive service of process for legal paperwork, the process server needs to know who the registered agent is because only they can accept service of the documents. Third, to comply with Vermont law and for auditing purposes, you must maintain the contents of the Articles of Organization. 

If you want to continue doing business in Vermont, your LLC needs to be in good standing with the state. Good standing status requires that the LLC file its annual report and keep all of the following information up to date:

• Registered agent
• Registered office
• Agent’s mailing address
• Principal office
• Business mailing address
• Manager and/or member information 

Failing to do this will result in loss of good standing status, and the Secretary’s office won’t issue you a Certificate of Good Standing (CGS). Not being able to get a CGS for your LLC can severely limit your ability to grow your business. For example, a CGS is typically required to obtain financing. Furthermore, some clients or investors won’t do business with a company that cannot produce a CGS. This highlights the importance of keeping accurate records and timely filing changes with the state. 

If all this talk about state compliance is overwhelming, don’t worry. We offer a Worry-Free Compliance service where we help you stay on top of things. We send reminders about upcoming filing requirements, and we’ll file two amendments per year for your LLC (you only need to pay filing fees). If you lose your good standing status, we offer support to get you caught up and back in compliance. 

Step 2: Identify what to change in your Vermont Articles of Organization 

The Secretary of State requires you to file Articles of Amendment if you want to change your LLC’s name or update a provision.

To change your LLC’s registered agent, registered office (i.e., the physical address of your registered agent), or registered agent’s mailing address or email address, you must submit a Registered Agent or Office Change filing. You can create your own document or use the form provided through the Secretary of State’s online filing system. Submit the form online, in person, or by mail along with the current filing fee. 

Step 3: File your Vermont LLC amendment 

The Articles of Amendment must include the name of your LLC, the date of filing the Articles of Organization, and the amendment to the articles. The Secretary of State highly encourages businesses to file online where you can access the form. However, you have the option to submit Vermont Articles of Amendment in person or by mail. There’s a filing fee for Vermont LLC amendments so check the fee schedule for the most up-to-date fee information.

For help filing an amendment, check out our Vermont amendment filing service. And if you need more support with annual filings, amendments, and other compliance obligations, our Worry-Free Compliance service is available. 

Vermont Articles of Amendment vs. Restated Articles of Organization

While you can amend the Articles of Organization, you also have the option to restate them. Restated Articles of Organization are different from amended ones in that they supersede the original articles. Unfortunately, there are no forms available for a restatement and you can’t submit this type of filing online. Vermont’s LLC law provides some instructions for creating your own Restated Articles of Organization. 

Restated articles must include the LLC’s name, any former names, the date of filing the original Articles of Organization, and the restatements. A person with authority must sign the document and include the filing fee when mailing or delivering the Restated Articles of Organization.

Vermont Articles of Amendment vs. Articles of Correction

Articles of Correction are for correcting information whereas Articles of Amendment are for updating, changing, or adding information to the Articles of Organization. 

Mistakes happen and sometimes Articles of Organization have incorrect statements, missing information, or the document has a defective signature. If that’s the case, you need to file Articles of Correction. The Secretary of State doesn’t provide a form, so you’re responsible for creating your own articles. The title of the document must include “Articles of Correction” and state the following:

• A description of the document being corrected (title of document, business name, and date of original filing)
• Specification of what information is incorrect and why it’s incorrect
• A corrected statement
• A copy of the defective filing

You can only file Articles of Correction in person or by mail to the Secretary of State’s office, and you must include the appropriate filing fee. 

Let us help keep your Vermont LLC compliant

Changes to an LLC occur from time to time, and it’s important (and required) to let the state know. We are here to make the Vermont LLC amendment process easier with our Worry-Free Compliance service and amendment filing service. We can explain what you need, file the appropriate documents, and help you stay compliant so that you keep your business in good standing.