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VERMONT LEGAL INFORMATION

Forming a Corporate--Law and Links

Vermont Corporate Code, see Title 11A.

Vermont Secretary of State, Business Services Home page.

Vermont Business Name Search (use to check on corporate name availability).

Vermont Articles of Incorporation.

Articles of Incorporation filing fee: $75
Brought to you by MedLawPlus.comŽ -- Online automated form: Corporate Bylaws and Relate Board Resolutions Price: $14.99 (free trial)  bylaws

Selected Vermont Corporate Statutes

  • § 4.01. Corporate name.(a) A corporate name:
    (1) must contain the word "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.," or words or abbreviations of like import in another language;
    (2) may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 3.01 of this title and its articles of incorporation;
    (3) shall not have the word "cooperative" or any abbreviation thereof as part of its name unless the corporation is a worker cooperative corporation organized under chapter 8 of Title 11 or the articles of incorporation contain all of the provisions required of a corporation organized as a cooperative association; and
    (4) shall not include any word not otherwise authorized by law.
  • § 2.05. Organization of corporation.
    (a) After incorporation:
    1. if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;
    2. if initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: (A) to elect directors and complete the organization of the corporation; or (B) to elect a board of directors who shall complete the organization of the corporation.
    (b) Action required or permitted by this title to be taken by incorporators at an organizational meeting may be taken without a meeting each time action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.
    (c) An organizational meeting may be held in or out of this state.
  • § 2.06. Bylaws.
    (a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
    (b) The bylaws of a corporation may contain any provisions for managing the business and regulating the affairs of the corporation that are not inconsistent with law or the articles of incorporation.
  • § 8.03. Number and election of directors.
    (a) A board of directors of a corporation which is not a close corporation dispensing with a board of directors pursuant to section 20.08 of this title must consist of three or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws. If the number of shareholders in any corporation is less than three, the number of directors may be as few as the number of shareholders.
    (b) Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under section 8.06 of this title.
    (c) The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and a maximum number of members, and shall state the manner in which the positions so created are to be filled. Prior to the issuance of shares the directors may adopt or change such a provision; subsequent to the issuance of shares only the shareholders may do so. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the shareholders or the board of directors. With respect to a close corporation, only the shareholders may fix or change the number of directors.

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