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How to Reinstate a Corporation in Vermont (Delinquent Annual Report + fees due, $50)

Updated September 4, 2026. Quick answer: a dissolved Vermont corporation reinstates by filing Delinquent Annual Report + fees due, filed with the Vermont Secretary of State, Corporations Division (in practice submitted online via the ‘File your Reinstatement’ option in the Vermont Online Business Service Center). Vermont’s statute does not use a separate named ‘Application for Reinstatement’ form for business corporations – reinstatement occurs automatically by operation of law once the corporation files its overdue annual report(s) and pays all fees owed. under 11A V.S.A. § 14.20 (Involuntary termination / reinstatement); fee amounts fixed by 11A V.S.A. § 1.22(d); annual report content and due date set by 11A V.S.A. § 16.22 for $50, with no statutory deadline to do it.

If you’d rather have the reinstatement filed for you

Bizee can prepare and file the Vermont reinstatement paperwork described above on your behalf. State filing fees and any back taxes owed are separate, and you pay those directly either way.

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The filing, and what Vermont calls it

Vermont’s Business Corporation Act (Title 11A) calls this status ‘involuntary termination,’ not ‘administrative dissolution.’ It is triggered automatically when a domestic corporation fails to deliver its required annual report (due within 2.5 months after the end of its fiscal year, 11A V.S.A. §16.22); the Secretary of State then notifies the corporation of termination. Under §14.20(a), if the terminated corporation files that annual report together with ‘any fee required by law,’ the Secretary of State reinstates its charter – no separate adjudicative approval step is described in the statute.

How long you have to reinstate

Vermont sets no deadline for reinstating a dissolved corporation. 11A V.S.A. §14.20 sets no time limit on when a terminated corporation may apply for reinstatement itself – filing the missing annual report(s) and paying the fees due can happen at any time, and reinstatement then relates back to the original termination date as if the termination never occurred (§14.20(b)). The only time-sensitive consequence in the statute is a 5-year mark tied to the corporation’s NAME, not to eligibility for reinstatement itself – see ‘Whether your name is still yours’ below. That does not mean waiting is free; back fees and penalties keep accruing the whole time the entity sits dissolved. (11A V.S.A. § 14.20(a)-(b))

What you must pay before it goes through

Vermont will not reinstate the corporation until every year it sat delinquent is paid for. Yes. Under 11A V.S.A. §1.22(d): ‘When a corporation has been involuntarily terminated for failure to file its annual report, the Secretary of State shall collect, for each year the corporation failed to file its annual report, the annual report filing fee and a reinstatement fee of $50.00.’ The annual report filing fee for a domestic corporation is $60.00 (§1.22(a)(17)). So the amount owed is (per delinquent year) $60 annual report fee + $50 reinstatement fee, all payable to the Vermont Secretary of State. (11A V.S.A. § 1.22(d), read with § 1.22(a)(17))

Whether your name is still yours

Your original name is not guaranteed to still be yours. Yes. Under 11A V.S.A. §14.20(c): ‘A corporation shall lose the right to retain its corporate name if the annual report required under subsection (a) of this section is not filed on or before five years after the date when the report is due, and if another domestic or foreign corporation files articles of incorporation requesting the name of the corporation.’ So the terminated corporation’s name is protected only up to 5 years past the missed report’s due date; after that window, a different entity can file new articles claiming that same name, and the original corporation loses the right to it. Check Vermont’s business-name database before assuming the reinstatement filing will go through under the old name. (11A V.S.A. § 14.20(c))

What the filing costs

Vermont’s Delinquent Annual Report + fees due, filed with the Vermont Secretary of State, Corporations Division (in practice submitted online via the ‘File your Reinstatement’ option in the Vermont Online Business Service Center). Vermont’s statute does not use a separate named ‘Application for Reinstatement’ form for business corporations – reinstatement occurs automatically by operation of law once the corporation files its overdue annual report(s) and pays all fees owed. carries a $50 filing fee. The statutory reinstatement fee is $50.00, but it is charged PER YEAR of delinquency, stacked on top of the $60.00 annual report filing fee for that same year – total cost scales with how many annual reports were missed (e.g., 2 delinquent years = 2 x ($60 + $50) = $220). Corroborated by the VT SOS ‘Fees & Statutes’ page.

What this page does not answer

Reinstating the entity at the state level and squaring things up with the IRS are two separate processes. Late federal returns, penalty abatement requests, and reinstating a lapsed EIN’s associated accounts are governed by federal law, not by Vermont’s corporation statute, and this page does not source them. We have the state-filing answer at primary and the federal-cleanup answer not at all.

This page covers a for-profit business corporation. If you are reinstating an LLC in Vermont instead, the filing, fee and statute are different: see reinstating an LLC in Vermont.

Sources

Every citation on this page is statutory or the Secretary of State’s own official filing instructions. No formation service, no registered-agent marketing page and no aggregator is cited anywhere in this cluster as a source of law; those are the only publishers of the competing versions.

See the filing option on this page