Vermont Purchase and Sale Agreement (Entity Seller)

This purchase and sale agreement is set up for a Vermont real estate transaction in which the seller is an entity: a limited liability company, corporation, partnership, or other organization. The seller section collects the entity's legal name, type, and state of organization, and the signature section pairs the entity name with the signature, printed name, and title of the person signing on its behalf, with two buyer signature blocks on the other side of the transaction.

A signature backed by written authority

Vermont's Statute of Frauds, 12 V.S.A. § 181(5), puts every land sale contract in writing, signed by the party to be charged or by a person lawfully authorized, and it adds the rule that matters most when the seller is an organization: authorization to execute the contract on behalf of another shall be in writing. The Vermont Supreme Court enforces that requirement strictly, holding in Stonewall of Woodstock Corp. v. Stardust 11TS, LLC, 208 Vt. 97 (2018), that an attorney's emails could not supply the signed writing for an LLC's land sale because no written authorization stood behind them. The agreement carries an authority section stating that the entity has duly authorized the sale and that the signer acts in the capacity shown under the signature line; the member consent, resolution, or operating agreement provision that supplies the written authorization stays with the entity's records.

Vermont's contract-stage disclosures, built in

Vermont attaches its flood disclosure to the contract itself. Under 27 V.S.A. § 380, effective in its current form on September 1, 2025, the seller delivers the FEMA flood insurance rate map information, the property's flood history during the seller's possession, and the seller's flood insurance status before or as part of the contract for conveyance, and a buyer who did not receive the disclosure may terminate before title or occupancy transfers. The agreement states that those disclosures were delivered and provides an additional-disclosures section for the rest of the transaction's statements, alongside the water supply materials described in 27 V.S.A. § 616 and the smoke and carbon monoxide alarm certification the seller of a single-family dwelling signs at closing under 9 V.S.A. § 2883, each prepared separately from this contract.

Price, deposit, and the path to the deed

The price section collects the total purchase price, the deposit, the deposit holder, and the closing balance, and states the remedy terms in plain language: the deposit is credited at closing, a buyer default forfeits it as liquidated damages, and a seller default returns it with the buyer's remedies preserved. The operative section obligates the seller to deliver an executed and acknowledged deed of the form the parties name, conveying marketable title free of all encumbrances except the permitted exceptions listed in the agreement. The closing terms prorate taxes and charges, place the Vermont property transfer tax and the Property Transfer Tax Return with the buyer under 32 V.S.A. §§ 9602 and 9606, and carry the nonresident withholding rule of 32 V.S.A. § 5847, under which the buyer withholds 2.5 percent of the consideration when the entity seller's controlling interest is held outside Vermont, unless a certificate excuses the withholding.

A contract, not a deed

The agreement binds the parties; it does not convey title, and it is not designed for recording. Vermont conveyance law runs through the closing deed, which is acknowledged before a notary public and recorded with the clerk of the town where the land lies, together with the transfer tax return the town clerk must have before recording under 32 V.S.A. § 9608, and each of those closing documents is prepared separately and not included in this package. The general provisions make time of the essence, fold attached exhibits into the contract, and select Vermont law, and the special provisions section holds negotiated terms such as inspection or financing contingencies.

The download includes the fillable Vermont purchase and sale agreement, a completed example showing a Vermont LLC selling a South Burlington property through its manager, and a guide that walks through every section, the disclosure statutes, and the closing, tax, and recording steps. The materials are informational and are not legal advice.