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Articles of Termination

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Vermont Secretary of State
ARTICLES OF TERMINATION (DOMESTIC LLC) OR CERTIFICATE OF CANCELATION (FOREIGN LLC)

of a Limited Liability Company (LLC, PLC, L3C)

PLEASE RETURN ACKNOWLEDGEMENT TO: (REQUIRED - NAME AND ADDRESS)

PLEASE REVIEW INSTRUCTIONS ON REVERSE BEFORE BEGINNING.

1. BUSINESS NAME: REQUIRED.

2. DOMESTIC STATE SPECIFIC PROVISIONS: REQUIRED - SELECT ONE (1) OF THE FOLLOWING BLOCKS AND FILL IN ALL INFORMATION UNDER SELECTION.

These are the ARTICLES OF TERMINATION of the above named Domestic (Vermont) Limited Liability Company (LLC, PLC, or L3C) in accordance with (11 V.S.A. § 4105);

a. This domestic company is hereby dissolved as of

b. The business of this company has been wound up, and its legal existence has been terminated.

This is the CERTIFICATE OF CANCELATION of the above named Foreign (non-Vermont) Limited Liability Company (LLC, PLC, or L3C) in accordance with (11 V.S.A. § 4118);

a. Domestic State:

b. This company’s business in the State of Vermont has been wound up as of

3. SERVICE OF PROCESS CONTACT FOLLOWING DISSOLUTION OR CANCELATION: REQUIRED – THIS CONTACT SHOULD BE FOR ANY BUSINESS TRANSACTED PRIOR TO THE EXECUTION OF THIS DOCUMENT – THIS ADDRESS NEED NOT BE IN THE STATE OF VERMONT.

a. NAME:

b. PHYSICAL STREET ADDRESS: NO PO BOX

c. MAILING ADDRESS:

4. EFFECTIVE DATE: OPTIONAL

THE EFFECTIVE DATE OF THIS DOCUMENT MAY BE POST-DATED UP TO 90 DAYS FOLLOWING DATE OF RECEIPT

CERTIFICATION OF DOCUMENT REQUIRED.

I hereby certify, under penalty of law (11 V.S.A. § 4029 & 13 V.S.A. § 2904), as a principal or registered agent of this company as recorded by the Vermont Secretary of State, that the above information is accurate as of the date of filing, and that this document is provided in duplicate, with a self-addressed stamped envelope and a check or money order payable to “VT SOS” for $20.00.

PLEASE REVIEW INSTRUCTIONS ON REVERSE BEFORE FILING.

Submission Instructions

This form must be filed in duplicate (1 original + 1 copy –or-- 2 originals) with a check or money order for $20.00, made payable to “VT SOS,” and a self-addressed stamped envelope.

This form can ONLY be accepted by Mail or In-person at: Vermont Secretary of State, Corporations Division, 128 State Street, Montpelier, VT 05633-1104.

Please allow 7-10 business days, or more, from the day that this form is received in our office, for processing and (if approved) for this business to appear on the website and for evidence of filing to be returned.

***THIS FILING IS NOW AVAILABLE ONLINE***

This form CANNOT be accepted by Phone, Fax, Website, or E-mail; however, this filing is now available online.

If you wish to submit this filing electronically, DO NOT fill out this form, please file online.

Payment for this form also CANNOT be accepted by credit card or e-check (ACH); payment by credit card or e-check (ACH) is available only by filing online.

Form Instructions

GENERAL: A foreign limited liability company may cancel its authority to transact business in this state by filing a certificate of cancellation with the secretary of state.

PLEASE RETURN ACKNOWLEDGEMENT TO: Required – The address that the Vermont Secretary of State should return evidence of filing to following the processing and filing of this document.

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What the Articles of Termination are and when they apply

Articles of Termination are the formal state filing used to end a business entity’s legal existence with the Secretary of State or equivalent agency. Typically filed by LLCs or corporations, the form records that the entity has completed winding up, satisfied creditor and tax obligations, and elected to terminate. The document usually requires the entity name, filing number, effective date of termination, verification that outstanding taxes and debts have been addressed, and an authorized signature. Filing procedures and required attachments vary by state.

Why properly filing Articles of Termination matters

Filing Articles of Termination formally ends the entity’s legal existence, limits ongoing personal liability for managers or directors, and closes state-level reporting and tax obligations. It also provides a public record that the business has ceased operations under state law (ESIGN/UETA do not alter state filing requirements).

Why properly filing Articles of Termination matters

Who typically prepares and files Articles of Termination

The following parties most often prepare or submit Articles of Termination; responsibilities depend on entity type and internal governance.

  • Managing Members or Managers of LLCs who authorize dissolution and confirm winding up activities.
  • Corporate Officers or Board Representatives who make filings after shareholder approval and creditor notices.
  • Attorneys or Registered Agents engaged to ensure legal and tax obligations are resolved before filing.

Use the entity’s governing documents (operating agreement or bylaws) to confirm who may sign and whether member or shareholder votes are required before filing.

Essential elements included in Articles of Termination

A complete Articles of Termination usually contains standardized fields and supporting statements required by the filing authority; ensuring each element is accurate prevents rejection and post-termination liability.

Entity Identity

Exact legal name and state file number as shown on formation records; mismatches can cause rejection.

Termination Date

Effective date of termination (MM/DD/YYYY) or immediate termination; date determines the end of reporting obligations.

Authority and Vote

Statement that the termination was approved according to the operating agreement or corporate bylaws.

Winding Up Status

Declaration that debts, liabilities, and tax obligations have been paid or will be addressed per state law.

Signature Block

Name, title, and signature of authorized person certifying the statements under penalty of perjury if required.

Attachments

Required exhibits such as final tax clearance, creditor notices, or resolution authorizing termination when the state requests them.

Step-by-step filing workflow for Articles of Termination

Follow a clear sequence: approve termination internally, resolve liabilities, complete state form, sign, and submit per state rules.

  • 01
    Step 1: Approve: Obtain required member/shareholder vote or resolution.
  • 02
    Step 2: Winding Up: Settle debts, notify creditors, and complete final tax filings.
  • 03
    Step 3: Complete Form: Enter entity details, effective date, and required statements.
  • 04
    Step 4: Submit: Sign, notarize if required, and file with the state agency.

Filing destinations and routing for the termination filing

Articles of Termination are normally filed with the state formation office; some states accept online e-filing, mail, or in-person submissions.

  • State Filing Office: Primary recipient is the Secretary of State or equivalent agency.
  • Registered Agent: Provide a copy to the registered agent for recordkeeping when appropriate.
  • Tax Authorities: Notify state and federal tax agencies and file final returns.
  • Creditors: Send required notices to known creditors per state law.

Common digital workflow settings for e-filing and eSignature

When preparing an electronic Articles of Termination, configure signature and authentication settings to meet state rules and evidentiary needs.

Field Configuration
Signature Type Electronic signature or RON where state permits
Authentication Email plus SMS code or advanced signer verification
Notary / RON Enable remote notarization workflows where allowed
Retention Store signed PDF with audit trail and metadata

Digital delivery and e-signature considerations

Choose an e-signature and filing approach that matches state acceptance rules and evidentiary needs.

  • Formats Supported: PDF, DOCX accepted by most state e-filing systems
  • Integrations: Works with CRMs and cloud storage for distribution
  • Audit Trail: Capture timestamps, IP, and signer authentication details

Ensure the chosen platform provides tamper-evident signed PDFs and preserves the audit trail required to demonstrate intent, attribution, and retention under ESIGN (15 U.S.C. ch. 96).

Timing considerations and deadlines to watch

Timing rules influence tax responsibilities, creditor notification, and state reporting. Plan filings to align with final tax returns and notice periods.

Internal Approval Deadline:

Complete voting/consent before filing to avoid governance disputes

Final Tax Filings:

File final federal and state returns by normal deadlines

Creditor Notice Period:

Observe any state-mandated notice or publication requirements

State Processing Time:

Varies by state; e-file is typically faster than mail

Record Retention Start:

Retention period begins on the effective termination date

Key milestones in the termination lifecycle

Track the major processing stages from approval through state acceptance and final recordkeeping to ensure closure is complete and documented.

01

Approve Termination

Vote or consent per governing documents; creates authority to wind up.

02

Wind Up Affairs

Collect assets and settle liabilities before filing the termination.

03

Prepare Filing

Complete Articles of Termination with accurate entity details and dates.

04

Submit & Confirm

File with state and retain filing confirmation and receipt.

Common mistakes that delay or invalidate termination filings

  • Using an incorrect entity name or file number that does not match state records, causing rejection.
  • Failing to obtain required member/shareholder approval before filing the termination.
  • Not resolving tax liabilities, which can leave members personally exposed to assessments.
  • Omitting required attachments or not following state-specific wording, prompting requests for correction.

Risks and potential penalties of incorrect or incomplete termination

Personal Liability: Managers may remain liable for obligations if dissolution is improper.
Tax Assessments: Unpaid taxes can lead to IRS or state assessments and penalties.
Filing Rejection: Incorrect forms or missing signatures delay state acceptance.
Creditor Claims: Failure to notify creditors may result in post-termination claims.
Administrative Fines: State late fees or reinstatement costs may apply.
Recordkeeping Gaps: Insufficient retention increases audit and litigation exposure.

Security, compliance, and evidence standards for e-submissions

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
Audit Trail: Tamper-evident logs with timestamps and IP addresses
HIPAA Support: BAA available where required
Regulatory Compliance: ESIGN and UETA compliant
Certifications: SOC 2 Type II and ISO 27001
Accessibility: WCAG 2.0 Level AA accessibility support

Representative eSignature pricing and capability comparison

Cost and key capabilities vary across vendors; the table lists starting prices and common feature availability for e-signature platforms. signNow is listed first per vendor ordering rules.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Free trial available Free trial available Free trial available Free trial available
Bulk Send Yes (Business Premium) Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes (BAA) Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Frequently asked questions about Articles of Termination

Answers to common procedural and legal questions about preparing, signing, and filing Articles of Termination.


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