Vermont LLC Annual Report Late Fee: Penalties, Deadlines & How to Fix It (2026)
Vermont LLCs must file annual reports within 3 months after their fiscal year end, March 31 for calendar-year LLCs, for $45. Vermont charges no flat late fee, but missing the deadline costs your good standing and can lead to administrative termination. Here's what a missed deadline really costs and how to get back in good standing.
Vermont LLC annual reports are due Within 3 months of fiscal year end (Mar 31 for calendar-year LLCs). Missing the deadline adds a No flat monetary late fee, loss of good standing plus potential administrative termination late fee with a None, your LLC falls out of good standing immediately after the deadline grace period. See details below.
How to cure a late Vermont annual report, and what the state charges for missing it. Source: Vermont Secretary of State.
Ready to file your annual report?
Go directly to the Vermont Secretary of State portal.
Within 3 months of fiscal year end (Mar 31 for calendar-year LLCs)
💵
base fee
$45
⚠️
late penalty
No flat monetary late fee, loss of good standing plus potential administrative termination
⏱
grace period
None, your LLC falls out of good standing immediately after the deadline
🚨
dissolution timeline
Under 11 V.S.A. 4034 the articles of organization terminate on failure to file the annual report; the statute states no fixed interval
What Happens If You Miss the Deadline
Stage 1
After the deadline
Vermont's LLC fee statute sets no flat late fee. The $45 annual report fee is still owed for each year missed.
✓ Fix:Yes. File the overdue annual report and pay $45.
Stage 2
Continued failure to file
Under 11 V.S.A. 4034 the articles of organization terminate on failure to file the annual report.
✓ Fix:Yes. Reinstatement means filing the missed reports with the $45 fee and a $35 reinstatement fee for each missed year.
How to Fix It: Step-by-Step
1
File the Overdue Annual Report
Submit your Vermont LLC annual report through the Secretary of State's online portal at sos.vermont.gov or by mail with the required $45 filing fee.
2
Budget the True Cost
Vermont charges no flat late penalty. If your LLC is still active, you owe only the $45 annual report fee. If it has been administratively terminated, add the $35 reinstatement fee (11 V.S.A. § 4034) for a total of $80.
3
Request Reinstatement if Terminated
If your LLC has been administratively terminated, file a reinstatement application (11 V.S.A. § 4034, $35 fee) with Vermont Secretary of State, including all overdue annual reports and applicable fees.
4
Obtain Certificate of Good Standing
After filing and payment, request an updated Certificate of Good Standing from Vermont Secretary of State to verify your LLC's compliant status.
🚨 Reinstatement After Dissolution
Reinstatement Possible?
Yes
How Long Allowed
Reinstatement is typically allowed for up to 2 years after administrative dissolution in Vermont
Reinstatement Fee
$35 under 11 V.S.A. § 4034, in addition to overdue annual report fees ($45 each)
What You Lose During Dissolution
During dissolution, your LLC loses good standing status, liability protection may be compromised, and you can't conduct business legally in Vermont
This guide is general information, not legal or tax advice, and reading it does not create an attorney-client relationship. It reports what each state publishes about filing deadlines, fees, and the consequences of missing them, with the sources this page cites. It cannot tell you what your own company owes: the date turns on when and where you formed, states change these rules between our reviews, and in several states an entity-level tax falls due in a year when no report does. Confirm your own dates with the filing office named on this page before you rely on one here, because the penalty for missing a deadline can be administrative dissolution of the company.
Frequently Asked Questions
Vermont doesn't charge a flat monetary late fee for LLC annual reports, the official Secretary of State fee schedule lists only the standard $45 annual report fee (11 V.S.A. § 4033). The report is due within 3 months after your LLC's fiscal year end, which for calendar-year LLCs means a January 1, March 31 filing window with a March 31 deadline. The practical implication is still significant: filing late costs your LLC its good standing status, which could jeopardize your liability protection, financing, licensing, and ability to conduct business legally. If the report remains delinquent for an extended period, the Secretary of State can administratively terminate your LLC, and getting it back requires a $35 reinstatement filing under 11 V.S.A. § 4034 plus all overdue reports, so a terminated LLC pays at least $80 ($45 + $35) to get current. To resolve this, file your annual report immediately through the Secretary of State's website or by mail with the $45 fee. Contact the Business Services Division at (802) 828-2386 to confirm your specific filing deadline based on your fiscal year end.
First-year filers: Vermont keys the deadline to the fiscal year end on record for the company rather than to the formation date, so a new LLC's first report is due within three months after its first fiscal year end.
Yes, Vermont allows LLC reinstatement, but you must act within two years of administrative dissolution by the Vermont Secretary of State's Business Services Division. To reinstate, file an Application for Reinstatement with the Secretary of State under 11 V.S.A. § 4034, along with all overdue annual reports and the $35 reinstatement fee. You'll also owe the $45 annual report fee for each year missed. Vermont charges no separate per-report late penalty. For example, if your LLC was terminated two years ago with two missed reports, you'd pay $35 (reinstatement) + $90 (two annual reports at $45 each) = $125 total. Without reinstatement, your LLC can't legally conduct business, sign contracts, or maintain liability protection. Submit your completed Form LLC-1R and payment to the Secretary of State at Secretary.State@vermont.gov or by mail to the Montpelier office to restore your business status immediately.
Yes, filing your Vermont LLC annual report late directly threatens your liability protection. Once the Vermont Secretary of State administratively terminates your LLC for non-filing. Which can follow within a few months after the March 31 deadline (for calendar-year LLCs). You lose the legal shield separating your personal assets from business debts and lawsuits. During termination, creditors can pursue your personal bank accounts and property to satisfy business obligations.
Reinstatement requires filing an Application for Reinstatement (11 V.S.A. § 4034) with a $35 reinstatement fee plus the $45 annual report fee for each overdue report, both due to the Vermont Secretary of State's Business Services Division. However, liability protection gaps created during the dissolution period may remain vulnerable if claims arose while your LLC was dissolved.
The practical consequence: you're personally liable for any contracts signed, accidents occurring, or debts incurred while administratively dissolved, even after reinstatement.
Contact the Vermont Secretary of State immediately at (802) 828-2386 to confirm your LLC's current status and file your overdue annual report or reinstatement application without further delay.
You can verify your Vermont LLC's good standing status through the Vermont Secretary of State's online business search tool at sos.vermont.gov by entering your LLC's name or identification number. For a formal record, you can request an official Certificate of Good Standing directly from the Vermont Secretary of State's Business Services Division, which costs $20 and takes 5 to 7 business days to process. This certificate proves your LLC is current on all filing requirements, including annual reports due within 3 months of your fiscal year end (March 31 for calendar-year LLCs), and confirms you have no outstanding compliance violations. Checking your status regularly prevents inadvertent administrative dissolution, which ends its authority to carry on business other than winding up and complicates future transactions. Visit sos.vermont.gov/business-licensing-center and click "Business Records Search" today to confirm your LLC's standing.
There's no flat late fee to negotiate or waive. Vermont's official fee schedule doesn't impose a monetary penalty for filing an LLC annual report late. What you can't negotiate away is the loss of good standing: the Vermont Secretary of State's Business Services Division marks your LLC delinquent automatically once the deadline passes (March 31 for calendar-year LLCs, per 11 V.S.A. § 4033). You must file the overdue annual report with the standard $45 filing fee to restore your company to good standing, and if your LLC has already been administratively terminated, you'll also owe the $35 reinstatement fee under 11 V.S.A. § 4034. Fees the Secretary of State won't reduce or waive. However, the practical benefit is that filing immediately stops the slide toward administrative termination, protecting your liability protection and business reputation. To resolve this, submit your annual report with the $45 fee to the Vermont Secretary of State's office as soon as possible to avoid termination notices.
Sources
Each entry below is a document recorded in our verified Vermont sources, and each entry says what the document is. Some statutory text is read from an accurate mirror rather than from the state's own host, and those say so.
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Edmond Hui is a software engineer and serial entrepreneur based in New York who has founded multiple online businesses across e-commerce, media, and information publishing. Before transitioning into tech, he spent years as a commercial real estate professional closing deals totaling over 100,000 square feet, giving him firsthand experience with business formation and entity structuring. He built MyStateLLC to provide the free, state-specific LLC guidance he wished existed when forming his own companies.
