Mutual Benefit Enterprise

A mutual benefit enterprise (MBE) is a hybrid business structure that includes characteristics of both an LLC and a cooperative. An MBE, known in other states as a limited cooperative association (LCA), is an unincorporated cooperative entity. An MBE is an association of individuals or business entities that unite to meet their mutual interests by creating and using a jointly owned enterprise.

The MBE combines an unincorporated and flexible organizational structure (like limited liability companies and limited partnerships) with the principles and values of “traditional” cooperative corporations. This is designed to increase equity investment opportunities for capital-intensive and startup cooperative enterprises by allowing, but not requiring, the MBE to have voting investor members in addition to patron members.

Foreign (non-Vermont) Enterprises Doing Business in Vermont

If you are an existing out-of-state MBE and wish to do business in Vermont, you need to obtain a Certificate of Authority from the Office of the Secretary of State. This is accomplished by using the Application for Certificate of Authority (MBE) form below. Please note that you will need a Certificate of Good Standing from your home state to submit with your application.

Mutual Benefit Enterprise Law

Please visit Title 11C of the Vermont Statutes Online for more information.

STOP: Before you get started, we recommend that you consult with an attorney, accountant, or business advisor about which business structure is best for you. 

Registering a Mutual Benefit Enterprise

To create a domestic (Vermont) MBE, you will need to file the following document. The form is simple and asks basic questions about your new company such as its name, address, registered agent, and business purpose:

To register a foreign (non-Vermont) MBE, with the intent of doing business in Vermont, you will need to file the following form:

Once registered, you must renew your MBE registration each year. For renewal information, please see “Manage Your Registration.”

Name Availability

Do not invest in websites, banners, advertisements, or other marketing materials until you receive a certificate confirming your ownership of the requested name.

The state of Vermont operates under a “deceptively similar” standard. Under this standard, if the requested name is so similar to an already registered name, such that it would confuse the public as to whom they are dealing with, it will be rejected.

All registrations with the Office of the Secretary of State are subject to name availability rules. Please search our online database for your desired business name to avoid any obvious conflicts:

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Coming soon: All registration, management, and closing functions will occur via our Online Business Service Center.

This page was last updated: 2014-08-14