How to Form a Professional Corporation in Vermont (2024 Guide)

Steve Bennett
Business Formation Expert  |   Fact Checked by Editorial Team
Last updated: 
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Forming a Professional Corporation in Vermont

If you would like to start and learn how to form a corporation in Vermont, there are a few things that you should do now. However, in a professional corporation, professionals must create a special organizational structure to establish a professional or service corporation. Among the appropriate professions to organize a professional corporation in Vermont are accountants, physicians, engineers, architects, and attorneys.

Forming a professional corporation in Vermont or any business organization needs a certain number of steps. In this article, Webinarcare Editorial Team is going to share those steps. Keep in mind that these are general procedures. Depending on local law, it may be modified. For instance, your professional corporation may be subject to city or county-based rules.

What is a Professional Corporation in Vermont?

A professional service corporation (PSC), often known as a professional corporation (abbreviated as PC), is a particular type of organization that is permitted by state law to allow owners of specifically licensed professions to practice in the Vermont. A professional corporation’s owner is answerable for their own negligence or wrongdoing but is not held personally liable for the actions of other owners. The abbreviation PC or P.C. is frequently used to denote professional corporations.

This structure allows professionals to enjoy some of the benefits and protections of a traditional corporation while maintaining their professional status and abiding by the regulations of their respective licensing boards.

LegalZoom is the recommended corporation formation if you are thinking of forming a professional corporation from scratch. However, you can always start an LLC in Vermont, if you changed your mind.

WEBINARCARE EDITORIAL TEAM

How to Form a Professional Corporation in Vermont

To form a Professional Corporation in Vermont for the professional service you provide, you must follow a few steps that include verifying if you are qualified for a PC, naming your business, hiring a Resident Agent, filing the Articles of Incorporation, outlining an operating agreement, requesting for an EIN, opening a bank account, getting a business license, and filing for an Annual report and taxes.

Step 1: Verify If You Are Qualified for a Professional Corporation

In forming a professional corporation in Vermont, you should know if you are qualified. There are specific professions that are allowed to form a professional service corporation, including-

To provide your service, you must be qualified and have a license. In most cases, you can now form a professional corporation after finishing your studies, passing the exam, and receiving your license. If you work in an industry that does not provide a license or professional certification, you should consider starting an LLC or corporation.

Step 2: Name your Professional Corporation in Vermont

After you have decided to form a professional corporation in Vermont, you must choose a name for your corporation. Here are some pointers to consider when naming your professional corporation.

  • The business name should have the word PC, frequently followed by the name of the principal owner in place of Inc or LLC. (Example. John Doe, MD, PC)
  • Limit of restricted words that need a license.
  • A unique name is needed with no match
  • No confusion with a government entity name.

In Vermont, if you do not wish to file your professional corporation right away but want to hold the name that you have decided on, then you can reserve your corporation name for 120 days. You must file a name reservation application in the Vermont Secretary of State to keep the name.

If not already present, a professional corporation, professional association, service corporation, or professional service corporation must be included in the name. You may register your business under a different legal name if your preferred legal name is unavailable. Once you’ve decided on a name, you can apply for Vermont DBA (doing business as). This way, you can run a clinic or law firm under your name.

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Step 3: Choose the Vermont Resident Agent

The next step in forming a professional corporation is hiring a Resident Agent, who accepts legal paperwork for your business. This person or business will receive important tax forms, legal documents, all notices of lawsuits, and other official government correspondence in Vermont. Forming a professional corporation for your service will be easier if you have Resident Agent in Vermont.

Alternatively, you can serve as your own Resident Agent if you have the time. Usually, in Vermont, a Resident Agent costs is ranging from $50 – $150. To make it easier, you can hire Vermont Resident Agent Services for your professional corporation.

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Step 4: File the Articles of Incorporation in Vermont

After you hire a Resident Agent to form a professional corporation, the next step is to file the Vermont Articles of Incorporation. In writing the Articles of Incorporation, the business name, owner’s contact information, corporation address, and Resident Agent contact information, should be written. Include the names of all co-owners as well. All owners must demonstrate that they have the necessary licenses to practice the profession in question.

Filing the Articles of Incorporation in Vermont may be done with one method that is online. The Articles of Incorporation fee may vary from different state. However, in Vermont, it costs $125 for filing online.. Get the eForm from the SOS site, login/subscribe to the site, fill up the form, submit online. For offline filing, there’s no offline method of filing the documents.

Step 5: Write an Operating Agreement in Vermont

An operating agreement in Vermont is a document that contains all of your company’s organizational details. It is optional to draft an operating agreement in most states. Yet, having one as an internal document is strongly advised. The operating agreement includes information like-

  • About Business
  • Members and management
  • Capital contribution
  • Profit Distribution
  • Change of membership
  • Dissolution

Step 6: Designate the PC Board of Directors in Vermont

The next step is to form the first board of directors for your PC in Vermont. All of the initial directors must provide the owner with their contact information. The owner must keep records and submit them by the Vermont Secretary of State. As a shareholder and owner, you must ensure that a provision for appointing a new director is included in the By-laws. In Vermont, you must have Three directors in forming your Professional Corporation.

Step 7: Write the Corporate Bylaws

Now that you are done forming the team of the board of directors, the next step is to draft corporate bylaws. Corporate bylaws are the basic rules that control a corporation. It includes the organization’s structure, processes, laws, and rules. As a result, all personnel, managers, and corporation members must obey the firm’s rules.

Creating comprehensive corporate bylaws requires specific knowledge about the company, its structure, and operations. However, I can provide you with a general outline of what corporate bylaws usually include. It is crucial to consult with Vermont Business Attorney or a legal expert to ensure that your bylaws comply with the laws and regulations governing your jurisdiction and industry.

  • Name and Purpose of the Corporation
  • Registered Office and Agent
  • Shareholders
  • Board of Directors
  • Officers
  • Committees
  • Indemnification and Insurance
  • Conflict of Interest
  • Records and Reports
  • Amendments
  • Miscellaneous

Step 8: Hold the First Board of Directors’ Meeting

Gather the board of directors for the first meeting after drafting the corporate bylaws. This meeting will conclude with the appointment of directors to manage the company’s daily operations, approval of the bylaws, selection of the corporation’s financial reporting year, and approval of the stock issue. Minutes should be taken at all board meetings and kept with the company’s records.

Step 9: Request an EIN in Vermont.

After the operating agreement’s documentation, you should get or request an Employer Identification Number (EIN) in Vermont. The tax ID for your professional corporation will be an EIN. The Internal Revenue Service can provide an EIN (IRS). It has nine digits and is comparable to a social security number. Nevertheless, EIN is different from SSN. Only business-related tasks, primarily filing general taxes, are performed using it. The form needs to be filled out and submitted online to the IRS.

The application of an EIN in Vermont can be through the following:

  • Apply Online- The online EIN application is the preferred method for customers to apply for and obtain an EIN.
  • Apply by Fax- Taxpayers can fax the completed Form SS-4 application to the appropriate fax number), after ensuring that the Form SS-4 contains all of the required information.
  • Apply by Mail- The EIN application Form SS-4 can be filed via mail. The processing time frame to receive the mail is four weeks.
  • Apply by Telephone-International Applicants – International applicants may call 267-941-1099 (not a toll-free number) from 6 a.m. to 11 p.m. (Eastern Time) Monday through Friday to obtain their EIN.

After you have your EIN number, you can benefit in several ways. It will give your professional corporation the absolute advantage necessary to operate at full capacity without encountering legal or judicial issues.

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Step 10: Open a Bank Account and Prepare for Taxes.

You should open a business bank account as soon as you have applied for and received your Employer Identity Number because you will use this account for yourself, your clients, and your staff. Check out the Best Banks in Vermont for you to decide on which bank you are going to open an account.

Due to your organization’s increased legality and liquidity, having a US business bank account may make conducting business in Vermont easier. Most banks require an EIN for businesses other than sole proprietorships to open a business bank account. Also, keeping your accounts separate will prevent you from merging your personal and business finances. Also, filing taxes is simpler when you have an EIN. You can expect to pay employee and corporate taxes when you form a professional corporation.

Step 11: Get a Business License in Vermont

Before your professional corporation operates in Vermont, you must have Vermont Business License first. A business license is a formal document issued by a state government agency that allows you to conduct business in the geographic area governed by that agency. The cost of business licenses and permits in Vermont ranges from $50 – $300. You must check with the local authorities to see if any special licenses or permits are required.

Step 12: File Your Taxes in Vermont

Finally, you’ve arrived at the final process. Remember to file your taxes when you have obtained a business license and are ready to begin operations. To avoid a large tax bill, you should begin paying taxes quarterly as soon as possible. Each state has different tax requirements. Start examining the Vermont tax classification for the taxes that an LLC in Vermont must pay.

Main Characteristics of a Professional Corporation

In forming a Professional Corporation, the main characteristics must be distinguished before forming it. These are the general characteristics of forming a Professional Corporation in Vermont.

  • Limited Liability Protection: A professional corporation provides its owners, shareholders, or members limited liability protection like a regular corporation. This means the shareholders’ personal assets are generally protected from business debts, obligations, and lawsuits, except in malpractice or professional negligence cases.
  • Vermont Licensing Requirements: All shareholders must typically be licensed professionals in the same field in a professional corporation. The corporation must also comply with specific state regulations and licensing requirements that govern the profession.
  • Governance and Management: A professional corporation is governed by a board of directors, who the shareholders elect. The board appoints officers to manage the day-to-day operations of the corporation. All directors and officers must be licensed professionals in the same field as the corporation.
  • Taxation: Professional corporations are taxed as C corporations, where the corporation pays taxes on its income, and shareholders pay taxes on dividends received from the corporation. However, some professional corporations may be eligible for S corporation status, allowing pass-through taxation. Income, losses, deductions, and credits flow to the shareholders, who report this information on their income tax returns.
  • Restrictions on Ownership and Transfer of Shares: Professional corporations often restrict the ownership and transfer of shares to ensure that only licensed professionals in the same field can become shareholders. This helps maintain the professional nature of the corporation and adheres to state licensing requirements.
  • Malpractice Liability: While a professional corporation provides limited liability protection for general business debts and obligations, it does not shield shareholders from liability for their own malpractice or professional negligence. Shareholders can still be personally liable for their actions in providing professional services.

In summary, a professional corporation is a specialized corporate structure designed for licensed professionals, offering limited liability protection and a formal governance structure while adhering to state licensing requirements and regulations.

Maintain Professional and Business License in Vermont

You must maintain or renew your professional license regularly now that you have established your professional corporation. Even if your company is well-established, it is only meaningful if you have a valid operating license. And it makes no difference if your professional license is still valid for a year or two, but your business license has already expired.

Make time at least once a year to check the status of your licenses. You won’t miss anything important this way. You can address any issues that arise.

Filing Annual Report in Vermont

In Vermont, you must submit a report. The owners’ and Resident Agent’s names and contact details are listed in the Annual Report. Also, it should include all of your yearly financial activity. You must submit the report every 1 year in the Vermont Secretary of State.

FAQs

What is a professional corporation in Vermont?
A professional corporation in Vermont is a business entity specifically formed for professionals who typically require state licensing, such as doctors, lawyers, accountants, and architects.
Who can form a professional corporation in Vermont?
Licensed professionals such as doctors, lawyers, and accountants who are registered to practice in Vermont can form a professional corporation in the state.
What is the benefit of forming a professional corporation in Vermont?
One benefit of forming a professional corporation in Vermont is personal liability protection for owners against any malpractice or professional errors made by other owners or employees.
How many owners can a professional corporation have in Vermont?
Vermont professional corporations can have one or more owners, but all owners must be licensed professionals and registered to practice in the state.
What is needed to form a professional corporation in Vermont?
To form a professional corporation in Vermont, Articles of Incorporation must be filed with the Vermont Secretary of State, along with any necessary licensing documentation and a list of the corporation’s directors and officers.
Do Vermont professional corporations have to pay an annual fee?
Yes, Vermont professional corporations are responsible for paying an annual registration fee to the Vermont Secretary of State, which is due on or before the last business day of the anniversary month in which the corporation was incorporated.
Are Vermont professional corporations subject to corporate income tax?
Yes, Vermont professional corporations are subject to state corporate income tax, which falls under Vermont’s franchise tax.
Are there any special accounting rules that professional corporations in Vermont have to follow?
Yes, Vermont professional corporations are required to follow certain accounting rules, including maintaining separate financial records and holding annual shareholders’ meetings.
Can a professional corporation in Vermont have non-professional employees?
Yes, a Vermont professional corporation is allowed to have non-professional employees to assist with administrative tasks, but only a licensed professional may perform the core work or service provided by the business.
Can a professional corporation in Vermont practice outside the state?
Yes, Vermont professional corporations may practice in states outside of Vermont as long as they have obtained the necessary licenses to do so.
Can a professional corporation in Vermont also provide non-professional services?
Yes, Vermont professional corporations are allowed to offer non-professional services related to their professional service. For example, a law firm can provide legal research services, which don’t require a law license, or an accounting firm may offer bookkeeping and payroll processing services to non-licensed clients.
Are there any limits on liability protection for professional corporation owners in Vermont?
Yes, Vermont law imposes strict liability on licensed professionals when related to nursing home activities or engagements in bankruptcy or criminal law.
Can a professional corporation in Vermont be an S corporation for tax purposes?
Yes, Vermont professional corporations can make an election with the IRS to be taxed as an S corporation for federal income tax purposes.
What is the corporate governance structure of a professional corporation in Vermont?
The management structure and corporate governance of a Vermont professional corporation is set up similarly to a standard corporation in Vermont, with directors overseeing major decisions and the management executing day-to-day operations.
Can a Vermont professional corporation be owned by a trust?
Yes, Vermont professional corporations can have ownership transferred to a trust with special guidance from the corporation’s attorney.
Does an incorporated Vermont professional liability insurance policy cover all employees of the corporation?
Liability insurance policies for Vermont professional corporations typically only cover wrongful-negligent acts and errors in professional services of licensed owners, rather than related to the non-professional work and services offered by non-licensed, non-professional employees of the corporation.
What fees are professional corporations registered in Vermont required to pay?
Vermont professional corporations are charged a $100 registration fee, which is payable annually.
Can non-professionals invest in a Vermont professional corporation?
According to Vermont corporate law, non-professionals, including spouses and affiliates, can invest in a professional corporation as “passive” shareholders by holding non-voting shares.
If a licensed professional becomes disabled, can their professional corporation continue operating?
Yes, a Vermont licensed professional who is a member of their own corporation could designate another licensed professional or a licensed representative to temporarily operate the corporation in their absence due to disability.
What regulations guide Vermont professional corporations?
Vermont corporations can find guidance for forming and operating a professional corporation from the laws and regulations set out in the Vermont Uniform LLC Act.
Can more than one type of licensed professional form a Vermont professional corporation?
Yes, Vermont professional corporations can have licensing members from varying specialties. For example, a medical PC can have licensed doctors from different medical specialties form a corporation.
Can non-professionals make management decisions for a Vermont professional corporation?
Non-professionals cannot make leadership or important management decisions for a licensed professional corporation in Vermont.
Can a Vermont professional corporation have different classes of stock?
Yes, Vermont professional corporations can issue preferred and common shares stock based on the corporation’s specific stock issuance aimed to benefit authorization, restrictions, limitations, and prohibitions.
How are dividends treated in a Vermont professional corporation?
Entitled owners can receive compensation through dividends. Alternatively, when a liability exists in the corporation, the directors will approve other distributions to share earnings equitably.
Can professional corporation ownership be transferred in Vermont?
Ownership of Vermont-registered professional corporations is subject to strict legal regulations, and transfers must have rigorous validations before being finalized.
Are Vermont professional corporations engaged in unlawful ethics if offering work with non-licensed individuals?
Vermont licensed professionals running incorporated professional corporations may legally work with non-licensed people so far as its considered non-authentic licensing instead of independently-licensed legal assessment.
Will Vermont legislation remove fictitious business names for professional corporations?
Principally, vendors, corporations must comply with using assigned identity or the names of their registered genuine members without any attachment of simplicity through a “fictitious business name.”
Who from the professional corporation needs a professional license for activities in Vermont?
Under Vermont corporate law, most of a professional corporation’s work should be performed strictly by officially licensed articulators or registered executors used directly for their profession, provided for licensing activities anywhere in Vermont.
What professions can form a professional corporation in Vermont?
Professionals such as doctors, lawyers, accountants, and architects can form a professional corporation in Vermont.
Can non-professionals own shares in a professional corporation in Vermont?
No, only professionals can own shares in a professional corporation in Vermont.
Can a professional corporation in Vermont have multiple professional practices under one corporate umbrella?
Yes, a professional corporation in Vermont can have multiple professional practices under one corporate umbrella.
Can a professional corporation in Vermont limit its liability?
Yes, a professional corporation in Vermont can provide individuals with limited liability.
Is there a limit to how many shareholders can be in a professional corporation in Vermont?
No, there is not a limit to how many shareholders can be in a professional corporation in Vermont.
Can non-residents of Vermont form a professional corporation in Vermont?
Yes, non-residents of Vermont can form a professional corporation in Vermont.
What is the minimum number of shareholders for a professional corporation in Vermont?
There is no minimum number of shareholders for a professional corporation in Vermont.
Can a professional corporation in Vermont own property?
Yes, a professional corporation in Vermont can own property.
What is the process of forming a professional corporation in Vermont?
The process of forming a professional corporation in Vermont involves filing articles of incorporation, obtaining all necessary licenses and permits, and complying with state and local laws.
Can a professional corporation in Vermont have its corporate identity continue after the death or departure of key individuals?
Yes, a professional corporation in Vermont can continue to exist even after the death or departure of key individuals.
Is a professional corporation in Vermont subject to the same tax laws as regular corporations?
Yes, a professional corporation in Vermont is subject to the same tax laws as regular corporations.
Can a professional corporation in Vermont have a non-professional corporation as a subsidiary?
Yes, a professional corporation in Vermont can have a non-professional corporation as a subsidiary.
Are shareholders of a professional corporation in Vermont personally liable for legal judgments against the corporation?
Shareholders of a professional corporation in Vermont are not personally liable for legal judgments against the corporation.
Can a professional corporation in Vermont have multiple offices?
Yes, a professional corporation in Vermont can have multiple offices.
Does Vermont allow for single-shareholder professional corporations?
Yes, Vermont allows for single-shareholder professional corporations.
Can a non-professional be a registered agent in a professional corporation in Vermont?
No, a non-professional cannot be a registered agent in a professional corporation in Vermont.
Are there any licensing requirements for professionals forming a professional corporation in Vermont?
Yes, professionals who form a professional corporation in Vermont must acquire and maintain all requisite professional licenses.
Can a professional corporation in Vermont perform services outside of Vermont?
Yes, a professional corporation in Vermont can perform services outside of Vermont.
How is the management structure determined for a professional corporation in Vermont?
The shareholders of a professional corporation in Vermont determine the management structure.
What is the purpose of a professional corporation in Vermont being registered as a professional entity?
Registering as a professional entity in Vermont is meant to reduce the risk of shareholders being held liable for malpractice claims.
Are there limits on the number of shareholders or director/officers that a professional corporation in Vermont can elect?
No, there are no limits on the number of shareholders or director/officers a professional corporation in Vermont can have.
Can a professional corporation in Vermont be owned by a trust or by an LLC?
Yes, a professional corporation in Vermont can be owned by a trust or an LLC.
Is annual reporting required for professional corporations in Vermont?
Yes, professional corporations in Vermont are required to file annual reports.
Can the attorney-client privilege still apply to a lawyer whose professional services are offered through a professional corporation?
Yes, the attorney-client privilege can still apply to a lawyer whose services are offered through a professional corporation.
Can a professional corporation in Vermont merge with or acquire other corporations?
Yes, a professional corporation in Vermont can merge with or acquire other corporations.
Can a professional corporation in Vermont file a lawsuit or be sued?
Yes, a professional corporation in Vermont can file a lawsuit or be sued.
Will shareholders of a professional corporation have to pay taxes on both corporate and individual levels?
No, transferring assets and property to the professional corporation allows shareholders to reduce their individual taxes.

Also Read

How to Save Money While Forming Vermont Professional Corporation

One of the first steps in saving money while establishing a professional corporation in Vermont is to understand the legal requirements and obligations associated with the process. Consulting with a legal expert knowledgeable in this domain can help entrepreneurs avoid unnecessary expenses. By gaining insights into the regulatory framework, entrepreneurs can make appropriate decisions regarding documentation, permits, filings, and licenses required for their specific industry.

Another way to save money during the formation process is to carefully consider the choice of business structure. Entrepreneurs can opt for sole proprietorship or partnership to reduce paperwork, compliance costs, and annual maintenance costs as compared to corporations. However, forming a professional corporation provides great advantages in terms of liability protection, taxation benefits, and professional credibility. Balancing the upfront costs with long-term advantages is crucial to making a financially sound decision.

Involving professionals or specialists specifically experienced in forming Vermont professional corporations is another essential step to save money efficiently. Hiring an attorney or forming a professional advisory team early on can help entrepreneurs navigate complex legalities and steer clear of costly mistakes. These professionals are well-versed in the nuances particular to Vermont law and regulations pertaining to professional corporations. With their guidance, entrepreneurs can expedite the formation process, avoid regulatory hurdles, and potentially lower legal costs.

Additionally, having a clear and focused business plan can significantly impact the formation and subsequent costs of starting a Vermont professional corporation. Entrepreneurs should conduct detailed market research to understand the industry landscape, customer needs, and potential competition. By doing so, they can identify cost-saving opportunities, adapt their strategies accordingly, and allocate resources more efficiently. A well-thought-out plan reduces the risk of unexpected expenses, encourages cost-saving decisions, and ensures profitability in the long run.

Moreover, leveraging technology solutions can yield great savings when forming a professional corporation. Embracing digital communication tools, online platforms, and cloud-based software can streamline administrative tasks, improve efficiency, and eliminate the need for substantial infrastructure expenditures. Investing in versatile project management tools and collaborative software reduces the cost of physical office space, improves workflow, and enhances team communication in the early stages of the corporation.

Lastly, entrepreneurs should remember the importance of networking and seeking advice from experienced professionals who have successfully undertook a similar journey in Vermont. Engaging with local business networks, associations, and attending industry-specific events can provide valuable insights and cost-saving strategies that align with the specific needs of forming a professional corporation.

In conclusion, saving money while forming a Vermont professional corporation requires careful planning, strategic decision-making, and seeking professional guidance. An entrepreneur’s commitment to understanding legal requirements, choosing the right business structure, involving knowledgeable professionals, creating a solid business plan, leveraging technology, and networking, can set the stage for a financially sustainable and prosperous professional corporation in Vermont.

Conclusion

In conclusion, forming a professional corporation in Vermont is a strategic decision for licensed professionals who seek to combine their expertise and services under a single corporate entity. This business structure offers limited liability protection, a formal governance structure, and compliance with state licensing requirements. However, it also comes with certain restrictions on ownership, transfer of shares, and personal liability for professional malpractice. By carefully considering the advantages and disadvantages of a professional corporation, professionals can determine whether this structure aligns with their business goals, regulatory requirements, and risk management needs, ultimately contributing to a more organized, secure, and compliant professional practice.

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