Conversions & Redomestications
Vermont law only provides for a limited number of possibilities for entities to convert directly from one business structure to another. The only conversions available are as follows:
Current Structure (from)
|Articles of Conversion||
(General, LLP, or LP)
|Limited Liability Company (LLC, PLC, or L3C)|
|Statement of Conversion||Any Business Structure||
Mutual Benefit Enterprise
|Statement of Conversion||Mutual Benefit Enterprise (MBE)||Any Business Structure|
If your desired conversion is not listed above:
We recommend that both documents are filed together (i.e. in a single envelope) with the total, combined fee.
Redomestication is the the process by which a business or nonprofit entity that is incorporated, organized, or otherwise formed under the laws of one jurisdiction, transfers its domicile to another jurisdiction by merger, consolidation or any other lawful method.
Redomestication to or from Vermont for insurance providers:
Vermont law only allows for the direct redomestication of insurance providers. Please see our “Fees & Filings,” 8 V.S.A. § 3437-3440, and the Vermont Department of Financial Regulation for more details.
Redomestication to Vermont for all other businesses:
Since under state law there is no direct means by which to redomesticate a foreign business entity to Vermont, here are two means by which to accomplish the same outcome:
- Register the existing entity with the Office of the Secretary of State as a foreign (non-Vermont) Entity.
- Register with the Office of the Secretary of State as a new Vermont entity.
- File articles of merger or consolidation for the foreign entity with and into the newly registered Vermont domestic entity.
- Coordinate with your former state in order to:
- Fulfill all remaining financial and filing obligations.
- Ensure that the business record with that state are no longer active.
- Ensure that the business record with your former state reflects, as accurately as possible, the disposition of the business as a domestic entity of that state.
Redomestication from Vermont for all other businesses:
Since under state law there is no direct means by which to redomesticate a business entity from Vermont to another jurisdiction:
- First, coordinate with and meet the requirements of the jurisdiction that the business entity is redomesticating to (recommended).
- Then, end the registration with the Vermont Office of the Secretary of State.
- Last, if continuing to conduct business in the state of Vermont, register with the Vermont Secretary of State as a foreign (non-Vermont) entity.