HOW TO FORM A CORPORATION IN CONNECTICUT
If you’ve decided that the next best move for your business is to incorporate, you’ve come to the right place to start your incorporation journey.
Incorporating your business is a multi-step process that can pave a path towards taking your company public or raising capital from investors.
How do I incorporate my business in Connecticut?
The first step to incorporating your business in Connecticut is completing and filing the Certificate of Incorporation with the Secretary of State of Connecticut. After that, you need to draft and finalize corporate bylaws; obtain an EIN; open a business bank account; hold an organization meeting; register to make sales; file an Organization and First Report; file an annual report and pay the business biennial tax.
Connecticut Registered Agent LLC
We incorporate your company for $399 and provide everything you need to head into the bright future of incorporation.
Our Formation Service Includes:
- Completed & Filed Certificate of Incorporation
- 365 Days Registered Agent Service
- Safe & Secure Client Account
- Custom Bylaws
- Official Documents Emailed Directly to You
- Annual Report Reminders
- Straightforward & Transparent Pricing
|Connecticut State Filing Fees||$250|
|Our Formation Service Fee||$100|
|One Year Registered Agent Service||$49|
Why should I hire Connecticut Registered Agent LLC to incorporate my company?
Here at Connecticut Registered Agent LLC, we like to keep things short, sweet, and efficient—so we’ll be straightforward here: You should hire us because we’re the best. We complete and file the Certificate of Incorporation, provide 365 days of registered agent service, and create custom bylaws for your corporation. All of this is done by a team of professional business experts and any time you have questions, a real, live, representative is just a phone call away.
CONNECTICUT LLC ADVANTAGES
Power & Prestige
Corporations are the oldest business entity in the US and are subject to stricter rules and regulations than the LLC. While this means a few more tasks on your “to-do” list, it looks good to investors. Unlike LLCs, corporations can issue stock and are required to provide information to shareholders at the annual shareholder meeting.
Taking your business that next step to incorporation speaks volumes to investors and other businesses. Unlike LLCs, corporations have to go through extra formalities and steps to keep the “Inc.” at the end of their company name. Investors see this and are attracted to the commitment and structure, making them more inclined to bring their money your way.
HOW TO INCORPORATE IN CONNECTICUT
A D.I.Y. GUIDE TO INCORPORATING YOUR COMPANY IN CONNECTICUT, USA
Forming a corporation in Connecticut requires completing the following steps:
Complete and File the Certificate of Incorporation
There are several different ways to complete and file the Certificate of Incorporation with the Connecticut Secretary of State. The most convenient, by far, is online, through the Connecticut Secretary of State Business Formation website. However, you can also file the document by mail, in-person, and via fax. All filing methods require that you provide the following required information before your Certificate of Incorporation can be made official.
The filing party refers to the individual or entity that is filing the Certificate of Incorporation. This is the address that the confirmation of incorporation will be sent to. You can list the address of the incorporator or registered agent in this field.
Name of Corporation
The name of your corporation must be unique from any business entity on file with the Connecticut Secretary of State. Before you commit to a name for your corporation, it is a good idea to check and see that it hasn’t already been chosen. You can search all registered business entities through the Connecticut Secretary of State Business Inquiry website.
You must also provide one of the following business designation terms at the end of your corporation name:
- Corporation or Corp.
- Incorporated or Inc.
- Company or Co.
- Societ per Azioni or S.p.A.
- Limited or Ltd.
Total Number of Authorized Shared
In this field, you are required to list the total number of authorized shares the corporation will issue. In order for your corporation to be considered a “stock corporation,” at least one share must be authorized to issue. According to the Certificate of Incorporation, “If the corporation has more that one class of shares, it must designate each class and the number of shares authorized within each class…”
A registered agent is a third party individual or entity appointed to receive any legal correspondence on behalf of the company. Legal correspondence may include legal service of summons and correspondence from the Secretary of State office.
The registered agent is required to have a real, physical, street address in Connecticut. If you live in Connecticut, you can list your own address, but this means that once the corporation is formed, your personal information will be public record.
If you hire Connecticut Registered Agent LLC to incorporate your business, we list our physical Glastonbury, CT address and provide 365 days of registered agent service.
Before you can file the Certificate of Incorporation, the registered agent will need to sign the document and accept the appointment of the position.
The Certificate of Incorporation must include the name, address, and signature of the incorporator before it can be filed.
Filing and Processing Times
|Filing Method||Filing Fee & Minimum Franchise Tax (MFT)||Expedited Service||Payment Options|
|$250||Filing Fee & MFT+ $50||Check|
|In-Person||$250||Filing Fee & MFT+ $50||Check, Customer Account, Card, Cash|
|Fax||$250||Filing Fee & MFT+ $50||Customer Account, Card|
|Online||$250||Filing Fee & MFT+ $50||Customer Account, Card|
When you form a corporation in Connecticut, you are required to pay the filing fee and the franchise tax with the initial filing. The minimum franchise tax is $250, however, if over 20,000 shares are authorized to be issued, this amount will increase.
For more information on filing fees in Connecticut, take a look at the State of Connecticut Fee Schedule.
To file the Certificate of Incorporation online, create a free account at the Connecticut Secretary of State Online Filing System website. Then, sign in and select the “Business Formation (Domestic / Connecticut)” option on the left side of the screen. You will be prompted to provide all required information, and submit payment online. If you file online, your selected registered agent will receive an email that will prompt them to accept appointment as the registered agent. If the registered agent does not respond within 48 hours, the filing will be reject.
To file the formation document by mail, send the document and the $250 filing fee to:
Commercial Recording Division
Connecticut Secretary of State
PO Box 150470
Hartford, CT 06115-0470
If you want to expedite service, be sure to include the Expedited Service Request,
To file in-person, deliver the Certificate of Incorporation, either by hand or by courier, to:
Commercial Recording Division
Connecticut Secretary of the State
30 Trinity Street
Hartford, CT 06106
To file the Certificate of Incorporation by fax, first fill out the Secretary of the State of Connecticut Fax Filing Service Request and check “Business Filing” in the first field.
In Field 3, you will have the option to select “Expedited Service” for an additional $50. If you choose to expedite, the Certificate of Formation will be filed within 24 hours of receipt and confirmation will be mailed by 4 PM the next day. If you choose the “Routine Service” option, your document will be filed in 7-10 business days.
Fax the completed Fax Filing Service Request and the Certificate of Formation to 860-509-6069.
Establish and Maintain Your Corporation
Filing the Certificate of Incorporation is only the first step to getting your corporation on its way. The following steps are necessary to establish and maintain your corporation.
Draft and Finalize Bylaws
Bylaws are the go-to rule book for how the corporation operates and are critical to its success. Typically, bylaws include information regarding:
- The initial shareholders and their contributions to the company
- The authorized issued shares and different stock classes
- The duties and powers of the board of directors
- The duties and powers of the corporate officers
- When are where the shareholder meeting will be held
Even though the bylaws are not filed with any official government office, every Connecticut corporation is required to have them.
If you hire Connecticut Registered Agent LLC to incorporate your business, we include custom bylaws for your corporation.
Obtain an EIN
An Employer Identification Number (EIN) is a unique nine-digit number issued by the Internal Revenue Service (IRS) for federal taxation purposes. An EIN is required to open a business banking account—which is an important step in separating your personal assets from the corporation’s assets. Obtaining an EIN is free, easy, and can be done completely online at the IRS website.
Open a Corporate Banking Account
Corporate assets must be separated from personal assets so opening a corporate baking account is a very important step in establishing and maintaining your corporation. Open a corporate baking account typically requires a EIN (see previous step) and a copy of the corporate bylaws.
Register with the Connecticut Department of Revenue
All Connecticut corporations are required to register with the Connecticut Department of Revenue Services. This process can be completed at the State of Connecticut Department of Revenue Services website. The registration fee due depends on if the corporation is subject to the sales and use tax ($100), the room occupancy tax ($100), or the over-the-counter tax ($50). Once you pay the one-time registration fee, you will be provided with a Connecticut tax registration number.
File an Organization and First Report
The Organization and First Report is due within 30 days of incorporation. This form costs $150 to file and should be filed after the organization meeting is held, that way you can provide the names and addresses of the board of directors. A copy of this form is available for download or you can file online.
What is an organization meeting?
An organization meeting is the initial meeting of incorporators. Typically the meeting agenda includes taking attendance, electing the board of directors, adopting the bylaws, issuing shareholder certificates, and addressing any other business related topics.
Filing an Annual Report
In Connecticut, corporations are required to file an annual report, along with a $150 filing fee. The report is due by the last day of the month that the company was incorporated in and can only be filed online.
Pay Biennial Business Entity Tax
All legal business entities formed in Connecticut are required to pay the business entity tax every other year. Currently the tax is $250. You can download a copy of the form from the State of Connecticut Department of Revenue Services. This form can be submitted via mail or you can complete the entire process online at the State of Connecticut Department of Revenue Services website.
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Frequently Asked Questions
About How to Incorporate
in Connecticut, USA
How will my Connecticut corporation be taxed?
Connecticut corporations are, by default, are classified as C-corps by the IRS. This means that they are subject to the Connecticut corporate tax rate of 9.0%. In addition to corporate tax, the income passed on to shareholders is taxed as personal income as well. This is what is sometimes referred to as double taxation. However, you can apply through the IRS to have your corporation taxed as an S-corp.
What is an S-corp?
S-corps are treated more like LLCs in the fact that they are “pass-through” entities-the profit made by the corporation is passed to the shareholders and avoids corporate taxation. However, there are rules and regulations for what companies can be considered S-corps. For example, S-corps must be domestic entities, must not have more than 100 shareholders, and cannot write off many employee benefits for tax purposes. To apply for S-corp status, you can file Form 8832 with the IRS.
What is the board of directors?
The board of directors is the team that oversees the managerial and financial operations of the corporation. This board is elected at the corporation’s first meeting of shareholders (called the organization meeting).
Who are the corporate officers?
Corporate officers are appointed by the board of directors to manage the day-to-day operations of the corporation. Typical office positions include president, treasurer, and secretary. It is not required that different people fill each of these roles. It is permitted, unless otherwise stated in the bylaws, that the same person can be elected to more than one office.
What is a benefit corporation?
In 2014, Connecticut legislature passed the Connecticut Benefit Corporation Act which permits Corporations to elect to Benefit Corporations. A benefit corporation differs from a traditional corporation in the fact that the purpose of the business includes to great a general public benefit. These benefits include:
- Protecting or restoring the environment
- Improving human health
- Promoting the arts, sciences or advancement of knowledge
- Increasing the flow of capital to other benefit corporations
What is I missed the deadline to file the corporation’s annual report?
If you missed the deadline to file the corporation’s annual report, you will not be issued a late fee. Instead, your corporation will be demoted to “poor standing” until the report is filed.