My Form was Rejected, What Next?

When a form is rejected from this division there are a few things you can do that may expedite your return filing.

• Review the checklist that was included with your return filing. This checklist will contain a detailed explanation of exactly what is needed from you in order to process your filing.
• If the “name you selected was not available” section is checked, please refer to the direction below.
• Continue looking through these Frequently Asked Questions. We have compiled the information contained in this very robust portal to give you the answers you need, when you need them.

Here’s the Corporation Division’s top reasons for “Why was my form rejected?”

The form was incomplete, there was required data missing: As a general rule, complete the application in its entirety. Some applications are designed to fit more than one type of entity - to cut down on the number of forms - so there may be one or two questions that you can ignore. For example, the Limited Liability Partnership application is used by both VT and Foreign partnerships. To clarify the difference, a Vermont entity is created under the laws of Vermont while a Foreign entity is created under the laws of another state.

The name you wanted to register was not available: The name was not approvable if there was an exact match or if a name very similar was found in the final search.

The process for selecting another name is fairly simple, but finding a name that is not already being used may be more difficult.

• Step 1: Review the requirements for the type of corporation you have selected. The guidelines for name selection can be found on the application, http://www.sec.state.vt.us/corps/forms.htm# Step 2: Do a preliminary name search, http://www.sec.state.vt.us/seek/corpbrow.htm. You may wish to attach a list of alternate name choices, in order of your preference, we will approve the first name that is available. A final search will be conducted by this office when your application is received. 
•  Step 3: You must use the approved name exactly the way it is registered. It is also important that you understand that even if you receive a valid registration for a name, it is not a guarantee that someone may have a prior claim to that name and challenge your use of it.

This department has no record of this entity existing or the name submitted does not agree with our records: Sometimes we receive annual reports, or other filings, under names that don't exactly match our records, or simply don't exist in our database. Often it is simply not registered with us, or the business decided to change its name, forgetting one important detail -- to apply for that name change with the Secretary of State. Any name change (and some other changes as well) are not legal until the proper amendment is filed with the Secretary of State.

The required signatures were missing or the forms were signed by the wrong individual(s): All forms need to be signed and may require a notary public signature as well.

For those who aren't familiar with the term notary public - this is an individual, authorized by a superior court, to certify the signature on the application. The notary must witness the signing. Most forms only require one signature, but it also requires the person who signs the application to indicate his/her official title, verifying the authority to sign the document. Generally the form will indicate who is required to sign the application.

Your company is currently terminated and needs to reinstate: You will need to file an annual report plus pay the fees listed below. Non-profits file a biennial report plus pay the fees listed below.

• Vermont Corporation - $35.00 per year plus $25.00 penalty fee per year not filed.
• Foreign Corporation - $175.00 per year plus $25.00 penalty fee per year not filed.
• Vermont LLC - $25.00 per year plus $25.00 penalty fee per year not filed.
• Foreign LLC - $125.00 per year plus $25.00 penalty fee per year not filed.
• Vermont LLP - $15.00 per year plus $25.00 penalty fee per year not filed.
• Foreign LLP - $100.00 per year plus $25.00 penalty fee per year not filed.
• Non-profits - $25.00 per year plus if the company pays ANYONE for ANY TYPE of service there is a $15.00 filing fee.

The statutory fee was not attached: Every application must be accompanied by a specified fee in order to be processed. These fees are a form of a tax that has been implemented by the Vermont Legislature to fund programs run by the State of Vermont. Payment may be made by check or money order payable to the Secretary of State. Each form will indicate what the fee for that particular filing is, or to get a complete listing of all fees click here, http://www.sec.state.vt.us/corps/fees.htm.

The individual(s) selected did not meet the statutory requirements for their particular role: State statutes often dictate who is eligible to fulfill particular roles and provide certain signatures. Therefore, if the statutory requirements are not met we must reject the form.

The form was illegible: If we can't read it - we can't file it. We recommend that you type or print your application. 

The required information contained misspelled information: Some applicants purposely misspell words in the business name in order to be unique, but others, make unintentional spelling errors. For most of the application it doesn't matter, but it does matter for the "name" - you should pay particular attention to make sure that you have written the name of your entity correctly. If we are not sure what you intend we may return it to you for clarification. Once the name is approved - spelled correctly or not - the only way it can be fixed is by filing another document and paying another fee.