The Vermont Statutes Online

Title 11 : Corporations, Partnerships and Associations

Chapter 022 : Partnerships

Subchapter 010 : LIMITED LIABILITY PARTNERSHIP

• § 3293. Annual report

  (a) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this State, shall file an annual report in the Office of the Secretary of State that contains:

  (1) the name of the limited liability partnership and the state or other jurisdiction under whose laws the foreign limited liability partnership is formed;

  (2) the address of the partnership’s principal office and, if different, the address of an office in this State, if any; and

  (3) if the partnership does not have an office in this State, the name, email, and address of the partnership’s designated agent for service of process.

  (b) An annual report must be filed between January 1 and April 1 of each year following the calendar year in which a partnership files a statement of qualification or a foreign partnership becomes authorized to transact business in this State.

  (c) The Secretary of State may revoke the statement of qualification of a partnership that fails to file an annual report when due or pay the required filing fee. To do so, the Secretary of State shall provide the partnership at least 60 days’ written notice of intent to revoke the statement. The notice must be mailed to the partnership at its designated office set forth in the last filed statement of qualification or annual report. The notice must specify the annual report that has not been filed, the fee that has not been paid, and the effective date of the revocation. The revocation is not effective if the annual report is filed and the fee is paid before the effective date of the revocation.

  (d) A revocation under subsection (c) of this section only affects a partnership’s status as a limited liability partnership and is not an event of dissolution of the partnership.

  (e) A partnership whose statement of qualification has been revoked may apply to the Secretary of State for reinstatement within two years after the effective date of the revocation. The application must state:

  (1) the name of the partnership and the effective date of the revocation; and

  (2) that the ground for revocation either did not exist or has been corrected.

  (f) A reinstatement under subsection (e) of this section relates back to and takes effect as of the effective date of the revocation, and the partnership’s status as a limited liability partnership continues as if the revocation had never occurred.

  (g) The Secretary of State shall amend its records to reflect a change, if specified in the report, to the business’s purpose, email, address, or principal information. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999; amended 2025, No. 10, § 5, eff. July 1, 2025.)