The Vermont Business Corporation Act defines Corporation or Domestic Corporation as a corporation incorporated for profit which is not a foreign corporation under the rules of the state of Vermont. One or more persons may act as the incorporator or incorporators of a corporation. Such corporations have the liberty to engage in any lawful business unless a more limited purpose is set forth in its articles of incorporation. Each corporation shall maintain a registered office and registered agent in the state of Vermont. The registered office may be the same as any of its places of business.
Unless its articles of incorporation provide otherwise a corporation has perpetual duration and succession in its corporate name. It has the same powers as a natural person to do all things necessary to carry out its business. The name of a corporation shall 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. A corporation shall not contain language implying that the corporation is organized for a purpose other than that stated in its articles of incorporation.
The corporate existence of a corporation begins when the articles of incorporation is filed with the department of financial institutions. After incorporation the initial directors shall hold an organizational meeting to complete the organization of the corporation by appointing officers and carrying on any other business brought before the meeting.
The board of directors or incorporators of a corporation may adopt initial bylaws for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation. The bylaws shall not be inconsistent with its articles of incorporation or with the laws of the state of Vermont.
All corporate powers shall be exercised by or under the authority of its board of directors. The authority of the board of directors shall be subject to any limitation set forth in the articles of incorporation.
The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of the state of Vermont or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.
Annual shareholders’ meetings shall be held in the state of Vermont, unless permitted in the bylaws of the corporation to be held outside the state of Vermont. Annual meetings shall be held at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation’s principal office. An annual meeting may be conducted by means of any electronic or telecommunications mechanism, including video-conference telecommunication. The failure to hold an annual meeting at the time stated or fixed in accordance with a corporation’s bylaws does not affect the validity of any corporate action.
To learn more about Vermont corporations, please visit the Vermont Secretary of State Corporations Divison website.