Obtaining a Certificate of Compliance in Vermont

A Vermont Certificate of Good Standing (CGS) verifies that a registered company is compliant with state regulations and authorized to do business in the state. Your business isn’t required to have a CGS to operate, but many commercial activities such as doing business outside the state or selling all or part of your company may require it. This article will show you how to get one.

What is a Vermont Certificate of Good Standing?

A Vermont Certificate of Good Standing is a legal document issued by the Office of the Secretary of State that serves as evidence that certain businesses that exist within the state are authorized to do business there. It also confirms that the businesses are in full compliance with relevant state laws and regulations.

The certificate doesn’t declare the business to be free of pending lawsuits or liens. In the United States, corporations, LLCs, and other registered businesses can receive a CGS regardless of whether they have legal action pending against them.

It also cannot guarantee that the company is in full compliance with the IRS, the Vermont Department of Labor, The Vermont Department of Taxes, or the state’s Consumer Protection Unit. Issues with any of these agencies do not affect a CGS.

Even though they don’t affect the CGS, your company must comply with these agencies’ laws and licenses and have paid all relevant taxes and fees through its individual relationships with them.

Staying in compliance with state law can be a complex and difficult task. Still, ZenBusiness’s worry free compliance services can help by staying on top of the regulations by issuing reminders when applicable, and even helping develop your annual or biennial report to the SOS.

What does a CGS confirm?

As mentioned above, the Vermont Certificate of Good Standing is a verification tool that indicates a registered company is authorized to do business in Vermont and is, in fact, doing so. Some specific items confirmed by a CGS are:

• The company is duly incorporated under Vermont law.
• That a current annual or biennial report has been filed with the state as required.
• The date of the business’s incorporation and the length of time it will be in effect.
• Current federal, state, and local taxes have been filed and paid.
• All licenses and permits are up to date.
• The business’s registered agent and office street address are current.
• All state fees and/or penalties have been paid.
• Articles of Dissolution have not been filed.

Why might a business need a Vermont Certificate of Good Standing?

A CGS isn’t required to do business in Vermont, but you may need one if you want to:

• Register to do business in another state
• Secure funding through loans and grants
• Open a business bank account
• Establish credit or debit card accounts
• Develop customer-related systems such as auto-pay and other electronic billing and payment processes
• Buy business insurance
• Form a contract with another state or business
• Sell or transfer all or part of the business
• Renew certain permits and licenses

What Vermont entities can obtain a CGS?

Only registered Vermont entities can obtain a Certificate of Good Standing. These include:

• For-profit and nonprofit corporations
• Professional corporations
• Close corporations
• Cooperative corporations, including railroad cooperatives, marketing cooperatives, consumers’ cooperatives, cooperative housing, and electric cooperative corporations
• Limited liability companies (LLCs)
• Limited liability partnerships
• Limited partnerships
• Mutual benefit enterprises

If your business doesn’t fall into one of these categories, check with the SOS Business Services Division at (800) 439-8683.

How to get a Vermont Certificate of Good Standing

1. The first step is to check that you comply with taxes, licenses, annual reports, and other items confirmed by the CGS. If you’re not in compliance, take action to correct whatever non-compliant items you find. ZenBusiness’s compliance tool, Worry Free Compliance, can help, leaving you with more time to run your business day-to-day. ZenBusiness can also keep you compliant throughout the year.
   
2. Find the Vermont SOS Business Services Division on the web and navigate to the online business portal.
3. To facilitate your request, search for your business name using the state’s Online Business Search tool. You can search by its name, business ID, filing number, or previous business name. If none of these work, you can drill down to more detailed criteria such as registration type, status, city, registered agent’s name, or the name of a company principal. You can also search by your company’s NAICS code if you have one.
4. Navigate to Vermont’s business portal and sign in. If you don’t already have an account, this is also the place to create one. Follow the prompts to order the certificate, and pay $25 with a credit card or e-check.

Cost and Expiration

A Certificate of Good Standing and Certificate of Status cost the same and are good for 90 days. Because they do expire, it’s best only to request them when you need them. There’s no mechanism for ordering certificates by mail or in person. Only online requests will be honored.

Validity

Be sure to find out if your CGS will be valid for its intended use. Banks, grantors, and other entities may have their own requirements for information; some of it may not be on your CGS. Also, the state in which the requesting entity was formed or its principal location may have specific information needs.

After all of the steps listed are complete, send your Vermont Certificate of Good Standing to the requesting entity. If you’d rather have it taken care of to ensure all is done right, use our Certificate of Good Standing service to get yours taken care of today.