How to Dissolve an LLC in Vermont | LLC Closing Guide

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To dissolve a limited liability company one has to take up a set of required steps. In Vermont, if you and the members of the LLC want to discontinue business, then it is necessary to dissolve their business legally to avoid any administrative and legal consequences. To dissolve an LLC in Vermont, you are required to submit a complete Article of Dissolution to the Secretary of State. Before submitting the Article of Dissolution, one must follow the operating agreement.


If you have a Vermont LLC (domestic or foreign) you must have an operating agreement. The first step towards the dissolution of Vermont LLC is to follow the operating agreement. There are some points to be noted before proceeding with the official paperwork. At first, make sure all the members of the LLC are agreed to dissolve the business. Once all the members are ready, their consent should be recorded via voting. After casting their vote in favor of the dissolution, the legal process must be started. Here are the steps to address for dissolving Vermont LLC.

How to Dissolve an LLC in Vermont

Dissolution of Vermont LLC requires three broad procedural steps. Having a Vermont LLC Operating agreement, close all the tax accounts, and finally submit the Articles of Dissolution form to the Vermont Secretary of State.

Step 1: Follow Your Vermont LLC Operating Agreement

When you have started an LLC as a business entity, then there is an operating agreement that is formed. There are complete details of how the company will function and grow in that operating agreement, which acts as a comprehensive guide. There is also a dissolution process, which is added to your agreement. The common dissolution steps that almost every LLC follows are:-

First of all, the dissolution vote will take place among the LLC members in the dissolution meeting. If the majority is with the YES, then the process goes into legal proceedings.

  • All the dissolution votes will be noted down and recorded with the minutes of the meeting or a consent form.
  • After that, a formal date for dissolving the LLC will be decided.
  • The next step is counting the LLC assets and dividing them among the stakeholders and members accordingly.
  • Finally, the creditors of the business are notified, and the debts of the business are settled.

This is a general process. However, it is strongly recommended to seek professional help to avoid any complications when it comes to terminating an LLC.

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When it comes to a limited liability company dissolution, it is important to get professional help. The Vermont registered agent will guide you with everything you need to close your limited liability company. While choosing a registered agent make sure they have a physical street address in the state. A professional service provider helps you to file the Article of Dissolution and close your various tax accounts without any hassle. Below are the best LLC services we strongly recommend for you.

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Step 2: Close All Tax Accounts

Every action that an official business takes is legally bound to some minimum business taxes. For that, various accounts, especially business entity tax account, are maintained by the state government with the help of various departments. You should consider all the taxes that you have paid for your LLC’s duration and make a list of them. 

You must contact all government entities and clear the amount of outstanding taxes due until the date you have decided for dissolution. All the taxes must be paid in advance so that you don’t face any issues in the further process of shutting down your LLC.

Some of the common taxes that limited liability companies have to pay are:

  • Unemployment insurance tax
  • Employee withholding tax if your LLC has employees.
  • If your LLC is engaged in selling taxable goods then they are liable to pay the sales and use tax.

Most of these taxes are normally filed, but some departments require official paperwork, without which it is impossible for the business to close their accounts. Apart from business taxes, federal taxes, personal income taxes, and franchise taxes are to be considered. For the franchise taxes, a franchise tax form is required.

That is why the LLC owner should go through the sales tax guide and hire an accounting service. If you want to do the accounting yourself or make accounting easy, try FreshBooks.

Tax clearance

While dissolving the Vermont LLC, the owner does not require to obtain a tax clearance certificate. However, if you have filed federal taxes, then you must go through the final return option on your IRS form. 

The IRS form for the LLC that are classified as partnerships is form 1065, and those LLC’s who have registered themselves as corporate should check IRS form 1120.

Step 3: File Articles of Dissolution

There is a list of dissolution documents that you, as an LLC owner, have to file. Once these articles are filed, the legal existence of the LLC will be over. Like Vermont Articles of Organization, one has to file Vermont LLC Articles of Dissolution. The dissolution procedure and filing the articles of dissolution form is very easy and is discussed below.

  • First of all, the LLC owner(s) has to file the Article of Dissolution. There are multiple methods of filing available, such as file by mail, in-person drop, or/and online filing. To get the application form you need to visit the Secretary of State Website of Vermont state.
  • You can follow the filing instruction on the official portal so that the steps for dissolution will be easier to complete.
  • In that particular SOS website, the LLC owner has to look for the Domestic LLC Articles of Dissolution page.
  • If you want to dissolve Vermont Foreign LLC then look for the Foreign LLC Dissolution process.
  • There is a form available on this page, which is the article of dissolution you are looking for. You have to download that pdf form and start filling it.
  • You must fill in all the important and legal information in the form, so you should be extra careful.
  • After filling in all the important information, you must choose the mode of payment you want to use to pay the LLC dissolution filing fees.
  • After filling in every detail, one should submit the form through an official mail address and make a payment.
  • It takes 3-5 business days after filing of articles of dissolution if you are filing it by mail or in-person.

Mail to

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

Online FIling: Vermont Online LLC Dissolution

Filing Fee: $20

The LLC you owned is dissolved, and you are free from all the liabilities linked with the LLC and its taxes. A copy of both original articles and recorded articles should be submitted in front of the probate judge. Now it’s his call that he accepts your expedited dissolutions or not.

Points to Be Noted When Dissolving Vermont LLC

Apart from these three steps, no major dissolution rules are there in Vermont. However, there are some other tasks one has to keep in mind while dissolving an LLC legally.

Winding Up

There are some purposes of LLC that require some attention even after dissolution, known as winding up. The task of winding up includes.

  • For a certain period, the property of a business requires preservation.
  • If there is any civil case against the LLC, then the owner needs to finish them.
  • Settle all the existing disputes of LLC.
  • Transfer all the property of LLC to the names of partners.
  • Release all the liabilities that the LLC owes to others.
  • Rightful distribution of all the assets among members, according to their percentage of partnerships.

Cost of Dissolving LLC

LLC cost in Vermont includes the formation as well as dissolution fees. To dissolve an LLC in Vermont, LLCs have to file an Article of Dissolution. The filing fee is $20. The details are mentioned on the second page of the article dissolution filing form. Following are the ways to pay for the dissolution,

  • You can select a payment pick-up option.
  • There is an option of direct account transfer through your prepaid accounts.
  • LLC owners can also use their Credit cards, providing their complete details and types. Along with that, an original signature is required to authorize the transaction state will make.

After Dissolving Your LLC

After you formally dissolve your LLC, your business name will not be reserved anymore. Any other business entity will be eligible to use your Vermont LLC name immediately after 120 days of dissolving your LLC. On the other hand, if you have a foreign LLC in other states, then you must comply with the SOS of the state after the dissolution of your LLC in Vermont. A registered agent can help you do the needful.

Reasons Behind Dissolving Vermont LLC

Dissolving a business is not the one that comes up as a typical task. It is a type of task that people don’t want to go through, but it becomes crucial if the company goes downhill. There are many reasons why people dissolve an LLC in Vermont. All those reasons are different, and most of the time, they are voluntary only; here, let’s read out some of them, 

  • If the company owners have less expertise in the area of marketing, they will need to dissolve. 
  • If the production costs are increasing and there is no profit to provide money for that. 
  • Excessive amounts of debts in the balance sheet. 
  • The owners are not able to keep up with the expenditure of the resources. 
  • Not able to cater to the needs of essential and key clients of the company. 

Top Businesses in Vermont!

The economy of Vermont relies on the service sector a lot. That is why a lot of people start an LLC in Vermont in the service sector. With the help of these sectors, the economy gets what it needs. We all depend on the GDP a lot, so it is important to know which industry is best for the state. Let’s check the top businesses of the state here, 

  1. Finance sector: The income of the state depends a lot on this service sector. The services are mainly based on buying and selling homes. If we talk about these homes, then they are mostly vacation homes. We always get the most out of the state’s GDP from this sector, and now it is $5.15 billion.
  2. Government enterprises: Just like government and government enterprises are immediate help to the people, and they are helpful to the economy. It represents the GDP of the state with $4.02 billion. There are some public companies under this one, and it is the one that we need for the daily necessities. 
  3. Healthcare and social assistance: Everyone needs the services of health care and educational services. So this sector is the one that produces an astonishing amount for the state and issues development services for people. It represents the GDP with the amount of $3.89 billion in total.

Vermont LLC Dissolution Review

Time needed: 5 minutes.

Here’s a recap of the steps you must follow when dissolving your Vermont LLC. Click on the steps in this list if you want to read the full detail.

  1. Follow Your Vermont LLC Operating Agreement

    Remember that when you started, you created an operating agreement. Use this agreement as a guide in proceeding with the dissolution of your LLC.

  2. Close All Tax Accounts

    Make sure you close all your tax accounts to avoid incurring further costs.

  3. File Articles of Dissolution

    File the article of dissolution to make it known to the state where your LLC operates is that you are indeed no longer in business.

What is the Cost to Dissolve an LLC in Vermont

To dissolve an LLC in Vermont, the first step is to file the Certificate of Cancellation and Articles of Termination. These documents must be filed with the Secretary of State of Vermont and various government departments. After filing the appropriate paperwork, you will need to pay the dissolution fee and make a list of any taxes you have paid. The dissolution fee can range from $200 to $2,000, but will never be more than $2,500.

When filing for dissolution, LLC owners need to pay a $140 filing fee, which is payable around three months after the company’s fiscal year, which is usually around March 31. If you are late, you’ll be charged a $25 late fee, which is considered a pretext for dissolution. If you fail to pay the dissolution fee on time, the process could be canceled. The fee can be avoided by paying all taxes in advance, though.

The filing fee for dissolving an LLC in Vermont is $20. This fee covers the filing of the company’s dissolution paperwork and notifying the state of its intent to dissolve the LLC. A dissolution notice should state the date by which claims must be filed. While it is not necessary to file for bankruptcy, an operating agreement is the most important document for the dissolution process. Providing it in advance is important to avoid any further costs.


Is there any filing fee the LLC owner has to pay for dissolving their LLC?

Yes, in Vermont, there is a fee of $20 to be paid for filing the Articles of Dissolution. Articles of Dissolution must be submitted to the Vermont SOS.

Is the revenue department clearance required for dissolution?

No, there is no requirement of revenue department clearance till the time the SOS of Vermont accepts the dissolution form.

Can someone else take the name I use for my LLC?

The name will also get deregistered with the dissolution of the LLC. But the name will not be allotted for the next 120 days. After that, if some business wants to name their LLC after the name chosen by you, then it is their choice.

Are there any financial penalties if I don’t dissolve my LLC legally and miss the reports?

If you have not dissolved your LLC, you are liable for business privilege tax, and if it is not paid on time, you are leveraged with 10% of the amount of tax or $50. After that, the additional penalties will increase by $1 per month. If it goes unpaid for a longer duration, then the chances of seizing your property can also recover the tax.

Are there any fees for the probate judge who is taking the dissolution decisions?

Yes, if you are dissolving your LLC, you have to pay some amount to the probate judge who was also present during your LLC formation in the probate office. The minimum fee of the judge is $50, which can vary.

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