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How to Dissolve a Corporation in Vermont (Articles of Dissolution, $35)

Updated September 4, 2026. Quick answer: a Vermont for-profit corporation dissolves by filing Articles of Dissolution under 11A V.S.A. §14.03 (the filing itself); authorization under §14.01 (no shares issued/business not commenced; majority of incorporators or initial directors) or §14.02 (board proposes, shareholders approve) for $35, and Vermont does not gate the filing on a tax clearance certificate.

The filing, and what Vermont calls it

If the corporation has not issued shares or commenced business, a majority of incorporators or initial directors may dissolve it directly under §14.01. Otherwise, the board of directors must recommend dissolution to shareholders (unless a documented conflict-of-interest/special-circumstances reason justifies no recommendation) and shareholders entitled to vote must approve the proposal, generally by majority of votes cast, unless a greater vote is required (§14.02). ‘At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State for filing articles of dissolution’ stating the corporate name, the date dissolution was authorized, shareholder vote tallies (if applicable), a statement on settlement of debts/distribution of property/status of litigation, and whether the corporation owes unpaid wages, in which case a statement must also be filed with the Department of Labor (§14.03). The corporation ‘is dissolved upon the effective date of its articles of dissolution,’ subject to the tax-liability provisions of §14.09. Dissolution may be revoked within 120 days (§14.04).

The tax clearance question

Vermont does not gate the Articles of Dissolution on a tax clearance certificate. Tax clearance is not a precondition to the Secretary of State accepting Articles of Dissolution. §14.09(a) provides a corporation’s tax liability ‘shall not be affected by the corporation’s dissolution’ except as stated in that section, and §14.09(b) states a corporation that has ALREADY filed Articles of Dissolution ‘may apply for a tax clearance from the Department of Taxes’; that is an optional, post-filing step, not a gate before it. Its effect is liability protection: with the clearance, shareholders are not personally liable for the dissolved corporation’s unpaid pre-clearance taxes (§14.09(c)). (11A V.S.A. §14.09) That does not erase the corporation’s final tax filings; it just means the Secretary of State’s office is not the one checking for them before accepting the paperwork.

Creditors and the claims window

Vermont makes available, but does not require, a formal notice-to-known-and-unknown-creditors procedure, with a 120-day claims-bar window. Permissive, not mandatory, with two separate optional mechanisms. Known claims (§14.06): a dissolved corporation ‘may dispose of the known claims against it’ by written notice to known claimants; the notice must set a deadline ‘not fewer than 120 days from the effective date of the written notice,’ and a claim is barred if not delivered by that deadline, or if a rejected claim is not sued on within 90 days of the rejection notice. Unknown claims (§14.07): a dissolved corporation ‘may also send and publish notice of its dissolution’ (one-time newspaper publication plus notice to the VT Attorney General); if properly published, claims against the corporation or its shareholders are barred unless suit is commenced within five years after publication. (11A V.S.A. §14.06 (known claims, 120-day minimum notice) and §14.07 (published notice, 5-year bar))

What the filing costs

The Articles of Dissolution carries a $35 filing fee. Per the Vermont Secretary of State’s official fee schedule: ‘Articles of Dissolution (by incorporators or initial directors), 11A V.S.A. §14.01, $35.00’ and ‘Articles of Dissolution (by board of directors and shareholders), 11A V.S.A. §14.03, $35.00’; both cite the general fee-setting statute 11A V.S.A. §1.22. Online filing carries no extra fee; mail processing takes 7–10 business days.

What this page does not answer

Dissolving the entity at the state level and closing it out with the IRS are two separate processes. A final federal return, IRS Form 966 in some circumstances, and canceling the EIN are governed by federal law, not by Vermont’s corporation statute, and this cluster does not source them. We have the state-filing answer at primary and the federal-closeout answer not at all.

This page sells nothing and links to no filing service. Dissolving a corporation is a filing-desk task with a statutory answer, and the answer is either in the state’s code and the Secretary of State’s own instructions or it is not.

This page covers a for-profit business corporation. If you are closing an LLC in Vermont instead, the filing, fee and statute are different: see dissolving 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; those are the only publishers of the competing versions.

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