Nonprofit Corporation

If you are interested in forming an entity to engage in some type of nonprofit, social benefit, or public good, the options in Vermont include the creation of a standard nonprofit corporation, a low-profit LLC (L3C), or a benefit corporation.

View more information about low-profit LLCs (L3C).

View more information about benefit corporations.

STOP: Before you get started, we recommend that you consult with an attorney, accountant, or business advisor about which business structure is best for you.


Types of Nonprofit Corporations

A nonprofit corporation is a formal organization of people committed to a particular purpose. Purposes may vary, but their basis is some greater good, either for the society as a whole or for a defined community of interest, and not for the individual profit of those involved. Unlike for-profit corporations, a nonprofit corporation has no shareholders, and nonprofit corporations do not distribute profits.

There are two kinds of nonprofit corporations under state law:

  • Public Benefit: Any nonprofit corporation organized for a public or charitable purpose, such as religious, educational, scientific, literary, testing for public safety, fostering national or international amateur sports competition, or preventing cruelty to children or animals.
  • Mutual Benefit: Any nonprofit corporation that is NOT organized for a public or charitable purpose, such as political organizations and lobby groups; trade union; civic and business leagues; benefit and retirement funds; home owners associations; fraternal, veteran, employee, or child care organizations; cemeteries, etc.

Registration as a Vermont nonprofit does not confer 501(c), (e), (f), or other exempt status with the Internal Revenue Service (IRS). Please contact the IRS for more information on how your nonprofit can become tax exempt.

Nonprofit Corporation Law

Please visit Title 11B of the Vermont Statutes Online for more information.

Charitable Organizations Doing Business in Vermont

If you are an existing out-of-state charitable organization and wish to solicit for membership in Vermont, you need to obtain a Certificate of Authority from the Office of the Secretary of State. This is accomplished by using the Application for Certificate of Authority (Corporation) form below. Please note that you will need a Certificate of Good Standing from your home state to submit with your application.

Paid Fundraisers

Under Vermont law, all paid fundraisers and paid solicitors who directly or indirectly solicit donations for charitable organizations or charitable purposes are required to register annually with the Vermont Attorney General’s Office and to pay a registration fee.

Generally, a paid fundraiser is “a person who, for financial consideration, solicits contributions from persons in this state, either directly or through employees, agents, or those with whom the paid fundraiser is in privity” (9 V.S.A. § 2471(8)).

For more information, visit the Vermont Attorney General’s website, or contact the Attorney General’s Office by email at paidfunnulldraisernull@atg.stnullate.vt.nullus or by phone at 802-828-5507.

STOP: Before you get started, we recommend that you consult with an attorney, accountant, or business advisor about which business structure is best for you.

Registering a Nonprofit Corporation

To create a Vermont (domestic) nonprofit corporation

You will need to file the following form:


To register a non-Vermont (foreign) nonprofit corporation

You will need to apply for a Certificate of Authority to do business in the state of Vermont:


Once registered, you must renew your nonprofit every two years. For renewal information, please see “Manage Your Registration.”

Name Availability

Do not invest in websites, banners, advertisements, or other marketing materials until you receive a certificate confirming your ownership of the requested name.

The state of Vermont operates under a “deceptively similar” standard. Under this standard, if the requested name is so similar to an already registered name, such that it would confuse the public as to whom they are dealing with, it will be rejected.

All registrations with the Office of the Secretary of State are subject to name availability rules. Please search our online database for your desired business name to avoid any obvious conflicts:

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Coming soon: All registration, management, and closing functions will occur via our Online Business Service Center.

 

This page was last updated: 2014-08-14