How to Reinstate an LLC in Vermont
A terminated Vermont LLC can be reinstated through the Vermont Secretary of State, Business Services Division. $35 reinstatement fee for each year a report was missed, plus the annual report fee for each of those years ($45 per year for a domestic LLC, $170 for a foreign LLC). Time limit: No statutory deadline to reinstate, but the LLC loses the right to its name if a missed report is not filed within five years after it was due.
How reinstatement works in Vermont
Vermont does not use the phrase administrative dissolution for LLCs. Instead, 11 V.S.A. 4034 says the articles of organization terminate when the annual report is not filed, and the online record shows Terminated, or Inactive after a longer lapse. Reinstatement is done online in the Online Business Service Center through the File your Reinstatement option. The LLC must file every annual report it skipped, paying the report fee for each year plus a $35 reinstatement fee per missed year, so three missed years for a domestic LLC costs about $240. The statute sets no deadline to reinstate, and reinstatement relates back to the termination date as if it never happened. The name is the catch: if a report is not filed within five years after its due date, the LLC loses its right to keep the name.
Steps to reinstate a Vermont LLC
- File every overdue annual report
- Pay the annual report fee for each missed year
- Pay the $35 reinstatement fee for each missed year
- Have a registered agent in Vermont on record
- Form to use: Reinstatement (online filing in the Online Business Service Center).
- Online only: sign in at bizfilings.vermont.gov, open VT SEC OF STATE ONLINE SERVICES, choose File your Reinstatement, and follow the prompts.
What reinstatement costs: a worked example
An LLC dissolved after missing 2 reports:
| Item | Amount |
|---|---|
| Reinstatement fee | $35 |
| 2 missed Annual Reports at $45 | $90 |
| Estimated state total | $125 |
$35 reinstatement fee for each year a report was missed, plus the annual report fee for each of those years ($45 per year for a domestic LLC, $170 for a foreign LLC). Whether late penalties are charged again at reinstatement varies; the state calculates the exact total when you file. Taxes, interest and tax-clearance costs are extra where they apply.
What happens to the LLC and its name
- Effect: Yes. Under 11 V.S.A. 4034(b), reinstatement relates back to the date the articles were terminated, as if the termination never happened.
- Your LLC name: Under 11 V.S.A. 4034(c), the LLC keeps the right to its name only if the missed report is filed within five years after it was due.
The most common cause is a missed Annual Report. See the Vermont Annual Report guide for deadlines so it does not happen again.
Reinstatement in Vermont and nearby states
| State | Reinstatement fee | Time limit |
|---|---|---|
| Vermont | $35 | No time limit |
| New Hampshire | $135 | 3 years |
| Massachusetts | $100 | No time limit |
| New York | Varies | No time limit |
Mistakes that slow down a Vermont reinstatement
- Paying a single $35 fee, when Vermont charges the reinstatement fee for every year a report was missed.
- Filing only the most recent annual report instead of all overdue reports, which is required before reinstatement is granted.
- Waiting more than five years past a missed due date, after which the LLC loses the right to keep its name.
Vermont LLC reinstatement: questions
What does Terminated mean on a Vermont LLC record?
It means the LLC's articles of organization were terminated under 11 V.S.A. 4034 because it did not file an annual report or keep a registered agent. The company can still be sued, but lawsuits it brings can be dismissed until it reinstates. Its registered agent's authority continues while it is terminated.
How much does it cost to reinstate a Vermont LLC?
You pay the annual report fee plus a $35 reinstatement fee for each year that was missed. For a domestic LLC that is $80 per missed year ($45 plus $35). A foreign LLC pays $205 per missed year ($170 plus $35). Any business entity tax owed to the Department of Taxes is separate.
Does reinstatement in Vermont cover the period the LLC was terminated?
Yes. 11 V.S.A. 4034(b) says reinstatement relates back to the date of termination and takes effect as if the termination never occurred. That helps protect contracts and activity during the gap, but it only applies once every overdue report and fee has been filed and paid.
- sos.vermont.gov/business-services/fees-statutes
- sos.vermont.gov/business-services/business-filings/annualbiennial-reports
- sos.vermont.gov/business-services/business-filings/reinstatements
- legislature.vermont.gov/statutes/section/11/025/04033
- legislature.vermont.gov/statutes/section/11/025/04034
- tax.vermont.gov/business/business-entity-income-tax
- tax.vermont.gov/sites/tax/files/documents/BI-471-Instr-2025.pdf
Related: Vermont annual requirements · Starting an LLC in Vermont · Reinstatement in every state
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Last reviewed October 30, 2026 against the sources listed above. Figures marked † could not be confirmed on an official page. General information, not legal or tax advice.