After Incorporation

Now that you have filed your Articles of Incorporation, and the Corporations Division has issued the certificate of incorporation, what comes next? As far as the Corporations Division is concerned, there are certain events in a corporation's life that must be recorded with the Corporations Division.

Annual Reports

The corporation must file an Annual Report with the Corporations Division within 2 1/2 months after the close of the corporate fiscal year. Failure to file the report may result in the termination of your corporate charter, so it is an all-important requirement. Notice will be mailed to your registered agent when the report is due - so make sure you notify corporation's division if this appointment changes. Filing the report is now done online - either electronically paying with a credit card or printing your own report to mail to us. We make every effort in getting notice to you, however we have no control over the postal system or misrouted notices. Your failure to receive notice to file is no excuse for late filing and subsequent late fees - this is an annual requirement. When you file the annual report you must keep a copy - if you want one - as the division does not return a copy to you.

If the annual report is not filed, then a notice stating that the corporation has been involuntarily terminated will be sent. To have the corporation re-instated, the delinquent annual report(s) must be filed.

When a corporation has been involuntarily terminated for failure to file its annual report, the Corporations Division must collect, for each year the corporation failed to file its annual report, the normal annual report filing fee plus an additional reinstatement fee of $25 for each year that the report was not filed.

Once a corporate charter is reinstated, however, the reinstatement relates back to and takes effect as of the effective date of the involuntary termination.

If the corporation is in "terminated" status for five or more years, your corporate name becomes available to anyone who wants to use it. If this happens and you eventually reinstate your terminated corporation you will be required to file a name change amendment.

Corrected Documents

At any time, a corporation may correct a document filed with us if the document is incomplete, contains incorrect information or was defectively signed.

Amendment of Articles of Incorporation

Certain types of amendments to Articles of Incorporation may be made by the board of directors. In most cases, the process begins with a recommendation by the board of directors that a proposed amendment be adopted and a directive by the board that the proposal be submitted to a meeting of the shareholders at an annual or special meeting. Each shareholder of record then receives notice of the proposal. Included in the notice is a copy or summary of the amendment. A meeting of the shareholders is then held. As a general rule, the proposal must be approved by a majority of the votes entitled to be cast on the proposal. If the proposal is adopted, the articles of amendment form must be filed with the Corporations Division. The Corporations Division will then mail to you an endorsed copy of the articles of amendment.

The amendments are effective as of the date the document was accepted for filing. A corporation that has not issued any shares may amend its articles by a majority vote of its incorporators or its board of directors at any time after the date of incorporation. Amendments by the incorporators or the board without shareholder approval must be filed with our office, together with a statement that shareholder action was not required.

Restated Articles of Incorporation

Sometimes a corporation's directors will prefer to file restated articles of incorporation that include all amendments to the articles, rather than to pass an amendment by itself. If the restated articles include an amendment that would require shareholder approval, the restatement must be adopted as if it were an amendment needing shareholder approval, using the process outlined above. Restated articles must be filed with the Corporations Division. Upon receipt, the Corporations Division will mail to you an endorsed copy of the restated Articles, which will supersede your original Articles of Incorporation.

Merger or Share Exchange

When two or more corporations merge into one corporation or one corporation acquires all the outstanding shares of one or more classes or series of shares of another corporation, the process begins with the adoption of a plan of merger or share exchange by each board of directors. Generally, each corporation must approve the plan and, within each corporation, each voting group entitled to vote separately on the plan must approve it by a majority of all the votes entitled to be cast on the plan by that voting group. Under certain situations, however, approval of a plan of merger by shareholders of the surviving corporation is not required. Once the plan is approved, the surviving or acquiring corporation must file articles of merger or exchange with the Corporations Division.

Articles of Dissolution

When a corporation decides to dissolve, only one filing with the Corporations Division is required. Prior to the issuance of shares or commencement of business, dissolution may be accomplished by vote of a majority of the incorporators or initial board of directors. After shares are issued or business is begun, in most cases dissolution must be recommended by the board and approved by a majority of all the votes entitled to be cast on the proposal, unless the articles or the board of directors requires a greater vote or a vote by voting groups. The form, articles of dissolution, is filed with the Corporations Division. Among other information, the articles of dissolution must include statements as to settlement of the corporation's debts, the distribution of its property, and the status of pending litigation.

The corporation is dissolved upon acceptance of the articles of dissolution, however the law (14.04) allows a corporation to change its mind and revoke the dissolution - paper work to revoke the dissolution must be filed within 120 days of filing the articles of dissolution. After filing articles of dissolution, you may want to obtain a tax clearance from the Vermont Department of Taxes to protect the corporation from further tax liability.