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Most states hand every LLC the same due date or key it to the anniversary of formation. Vermont does neither. 11 V.S.A. § 4033(c) ties the annual report to your books: it "shall be delivered to the Secretary of State within three months after the expiration of the company's fiscal year." For the large majority of LLCs running a calendar year, that means March 31. For an LLC with a June 30 fiscal year end, it means September 30 — same statute, different date, and no state-wide reminder date that applies to everyone. If you have ever had a bookkeeper change your fiscal year, your Vermont deadline moved with it.
Then there's the language that scares people. § 4034 says an LLC that fails to file "shall terminate." Read three subsections further and Vermont turns out to be one of the most forgiving regimes in the country.
| Item | Vermont LLC |
|---|---|
| What's due | Annual Report to the Secretary of State — company name and state of organization, address of the designated office, and the name, email, and address of the agent for service of process (§ 4033(a)). The agent email requirement was added by 2025 Act 10, § 7, effective July 1, 2025 |
| When | Within 3 months after your fiscal year ends (§ 4033(c)) — March 31 for a calendar-year LLC; otherwise three months after your own year end |
| Fee | $45 domestic / $170 foreign per current third-party 2026 guides citing 11 V.S.A. § 4012 — we could not verify this against the Secretary of State's own published schedule this review, and older guides still say $35/$140. Confirm in the filing portal before you pay |
| Where | The state's online business filing portal (sos.vermont.gov → Business Services / bizfilings) |
| Miss it | The articles of organization terminate — no notice step is written into the statute for domestic LLCs (§ 4034(a)(1)). Foreign LLCs lose the certificate of authority and are notified (§ 4034(a)(2)) |
| Reinstatement | File the annual report + the filing fee + a reinstatement fee for each year missed, and the Secretary reinstates (§ 4034(a)(3)). No stated outer time limit on reinstatement itself |
| Relation back | Reinstatement "relates back to and takes effect as of the effective date of termination … as if the termination never occurred" (§ 4034(b)) |
| The real cliff | Five years. The company "shall lose the right to retain its name" if the report is not filed within five years of its due date (§ 4034(c)) |
A deadline that moves with your fiscal year is one a generic calendar will get wrong. EntityMinder tracks each entity's actual due date — fiscal-year, anniversary, or fixed — and reminds you before it, in every state you file in.
Get deadline reminders →The internet's standard warning about administrative dissolution — that you lose your liability shield and everything you signed while dissolved is void — is not what § 4034(d) says. Subsection (d) lists, in the statute's own words, what involuntary termination does not do:
There is a real cost, though, and it is in (d)(1): a proceeding commenced against a terminated company in its own name "is subject to dismissal unless the company is reinstated." Read together with the plaintiff's side of the ledger, the practical exposure is this — a terminated Vermont LLC is a poor litigant and an awkward counterparty. Lenders, title companies, landlords and acquirers pull a certificate of good standing; a terminated entity does not produce one. That is where the pain shows up: not in a lost liability shield, but in a stalled closing.
The five-year clock is the one to fear. Because reinstatement relates back and carries no stated deadline, a Vermont owner can be several years delinquent and still restore the entity to a state of "as if the termination never occurred." But § 4034(c) cuts across that: five years past the due date and the company "shall lose the right to retain its name." Reinstatement without your name is a different company wearing your paperwork — the same trap Michigan sets at two years and Alaska sets at six months after dissolution. Also note the cost curve: § 4034(a)(3) requires the annual report fee and a reinstatement fee for each year you missed, so the bill compounds annually while the name clock runs down.
Set Vermont beside the two extremes and the design choice is clear. North Dakota terminates by operation of law and gives a one-year reinstatement window before you are into court; Minnesota statutorily dissolves you for missing a free filing and makes retroactive reinstatement contingent on the name still being free. Vermont uses the same harsh verb as North Dakota but pairs it with an unlimited-duration, expressly retroactive cure and a statutory preservation of the liability shield. The trade is that Vermont, like Minnesota, writes no pre-termination notice requirement into the statute for domestic LLCs — contrast West Virginia's certified-mail warning at least 30 days out. Forgiving on the back end, silent on the front end.
One more Vermont-specific convenience worth using: § 4033(d) directs the Secretary of State to amend its records to reflect changes to the business's purpose, email, address, or principal information if specified in the report. So unlike Alaska, where a registered-agent change requires a separate instrument, several routine updates ride along inside the Vermont annual report itself.
If you've already missed one here or in another state, the general late-fee → good-standing → dissolution → reinstatement sequence is mapped in what happens if you miss an LLC annual report. Vermont is also one of a handful of states whose report is keyed to the tax year rather than a fixed date — the difference between that and a true franchise tax is explained in franchise tax vs. annual report. Every state's due date and fee is in the 50-state deadline lookup.