HOW TO FORM AN LLC IN CONNECTICUT
What is a Connecticut LLC?
A Limited Liability Company (LLC) is a legal business entity that offers the same protection of a corporation without the formalities of one. LLCs can be comprised of one member or multiple members—depending on the goals of the business.
How do I form an LLC in Connecticut?
Forming a Connecticut LLC requires the completion and filing of an official LLC formation document, called a “Certificate of Organization,” with the Connecticut Secretary of State Office. Once the LLC is effectively filed with the state, there are a few more steps to ensure that your new LLC is ready for operations.
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LLC Formation Service
We form your LLC for $269.
Our Formation Service Includes:
- Completed & Filed Certificate of Organziation
- 365 Days Registered Agent Service
- Safe & Secure Client Account
- A Custom Operating Agreement
- Official Documents Emailed Directly to You
- Annual Report Reminders
- Straightforward & Transparent Pricing
|Connecticut State Filing Fees||$120|
|Our Formation Service Fee||$100|
|One Year Registered Agent Service||$49|
Why should I hire Connecticut Registered Agent LLC to form my LLC?
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Connecticut LLC Advantages
No Double Taxation
LLCs are taxed as “pass-through” entites. This means that profit is passed through the entity to the members and is taxed s personal income. Unlike traditional corporations, LLCs are not subjected to the corporate tax rate—which is a good thing in Connecticut considering the corporate tax rate is 8.0%.
LLCs are easy to form, establish, and maintain. Unlike corporations, they are not required to elect a board of directors, hold shareholder meetings, or keep minute minutes.
Because they are not as formal as a corporation, LLCs offer flexibility in financial and managerial decision making. This frees up time, energy, and resources to focus on growing your business.
HOW TO FORM AN LLC IN CONNECTICUT
A D-I-Y GUIDE TO FORMING YOUR LLC
IN CONNECTICUT, USA
Complete and File the Certificate of Organization
There are four different ways to complete and file the Certificate of Organization with the Connecticut Secretary of State: by mail, in-person, via fax, and online. To file the document by mail, in-person, or via fax. you will need to download the Certificate of Organization from the Connecticut Secretary of State website. This form can be completed in pen or typed directly into.
If you choose to form your LLC online through the Connecticut Secretary of State Business Formation website, you are required to create a a free account. Once you have created an account, select the “Business Formation (Domestic / Connecticut)” option from the Online Service List on the left side of the screen. Then select “Domestic Limited Liability Company” from the Business Type drop-down menu.
Even though the submission processes are different, the information required to file the Certificate of Organization by mail, in-person, and online is the same. To complete the filing, on paper or online, follow these steps:
- List a Filing Party
The first field on the Certificate of Organization is the “Filing Party” field. Provide the name and address of the filing party here. This is the address that the confirmation of the LLC formation will be sent to. You can list the address of a member, manager, registered agent, or the principal office address.
- Choose a Name
The name of your LLC must be different and distinguishable from any business entity on file with the Connecticut Secretary of State. It is a good idea to check and see if the name you want is available by using the Connecticut Secretary of State Business Inquiry website.You must also include a business designation in the name of your company such as:• Limited Liability Company
• Limited Liability Co.
• Liability Co.
- Choose a Principal Office
The principal office of the LLC is the place where the official financial documents of the business are kept. It is not required that this address be in Connecticut, however it must be a physical, street address. A PO box address is not valid.You can list your own address as the principal office address if you want, but keep in mind that any information on the Certificate of Organization becomes public information upon filing.
Connecticut Registered Agent LLC lists our physical address in Glastonbury, CT when we form your LLC so your information stays private.
- List a Mailing Address
The mailing address listed on the Certificate of Organization is the mailing address of the principal place of business. You are permitted to list a PO box in this field.
- Appoint a Registered Agent
A registered agent is a third party individual or entity appointed by the founders of the LLC to receive legal correspondence on behalf of the company. Legal correspondence legal service of summons and annual report reminders sent from the Connecticut Secretary of State.The registered agent must have a physical street address in Connecticut. The LLC cannot be its own registered agent. A PO box is not acceptable.You can serve as your own registered agent, but, just like the principal office address, if your list your information on the Certificate or Formation, it becomes public record once filed.Sometimes the registered agent is referred to as a “statutory agent” in Connecticut. These terms refer to the same position.
- Provide Member or Manager Information
To file an LLC in Connecticut you are required to provide the name and address of at least one member or manager of an LLC.
- Sign the Document
A signature of an organizer on the Certificate of Formation is required to file the document and form the LLC. An organizer of an LLC is anyone who is given authority by the founder(s) of the LLC to file the Certificate of Organization with the Connecticut Secretary of State.
File By Mail
To file the completed Certificate of Formation by mail, send the document and the $120 filing fee payment to:
Business Services Division
Connecticut Secretary of State
P.O. Box 150470
Hartford, CT 06115-0470
To file the Certificate of Formation in-person deliver the document and the $120 filing fee by hand or courier to:
Business Services Division
Connecticut Secretary of State
30 Trinity Street
Hartford, CT 06106
File Via Fax
To file the Certificate of Formation by fax, you must fill out the Secretary of the State of Connecticut Fax Filing Service Request. In the Field 1, check the “Business Filing” box.
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 LLC will be formed in 7-10 business days.
Fax the completed Fax Filing Service Request and the Certificate of Formation to 860-509-6069.
If you choose to form your LLC online, you will be prompted to complete all the required fields
Fees and Processing Times
|Filing Method||Filing Fee||Expedited Service||Payment Options|
|$120||Filing Fee + $50||Check|
|In-Person||$120||Filing Fee + $50||Check, Customer Account, Card, Cash|
|Fax||$120||Filing Fee + $50||Customer Account, Card|
|Online||$120||Filing Fee + $50||Customer Account, Card|
Make all checks payable to “Secretary of State.” For more information on filing fees in Connecticut, take a look at the State of Connecticut Fee Schedule.
Establish and Maintain Your LLC
Draft and Finalize an Operating Agreement
An operating agreement is an agreement among the founding members of an LLC that establishes the procedures and policies of the LLC. Topics covered in an operating agreement include, but are not limited to:
- Who is a member of the LLC
- If the LLC is member-managed or manager-managed
- How to become a member of the LLC
- What happens is a member dies or gets divorced
- Ownership rights
- How to amend the operating agreement
Even though you are not required by law to have or file an operating agreement, it is a critical element in the process of establishing your LLC. If your company is sued, and it does not have an operating agreement, the court will rule according to Connecticut LLC statutes. These laws may not be in the best interest of your or the other LLC members.
It’s always a good idea to be prepared for anything in business. An operating agreement lays a foundation and prepares your company for success.
Obtain an EIN
An Employer Identification Number 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 LLC’s assets. Obtaining and EIN is free, easy, and can be done completely online at the IRS website.
Open a Business Banking Account
A critical element of establishing and maintaining your LLC is keeping the assets and debts of the company separate from personal debts and assets. To do so, you will need to open a business banking account. Typically, opening a business banking account requires a finalized copy of the LLC’s operating agreement and the LLC’s EIN issues by the IRS.
Register to Make Sales
If your LLC provides goods or services, you will need to register your business online. This process can be completed at the State of Connecticut Department of Revenue Services website. There is a one-time registration fee of $100 and when the process if completed, you will be provided with a Connecticut tax registration number.
Filing an Annual Report
In Connecticut, LLCs are required to file an annual report, along with a $20 filing fee, by electronic transmission that states the following:
- The name of the LLC
- The street and mailing address of its principal office
- The name, business address, and residence address of at least one member or manager
- An email address to receive correspondence from the Secretary of State
The LLCs first annual report must be filed between January 1 and March 31 of the year following the year of formation. After that, annual reports are required to be filed annual between January 1 and March 31.
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 FORM AN LLC IN CONNECTICUT
How will my Connecticut LLC be taxed?
LLCs are, by default, taxed as “pass-through” entities. This means that any profit is passed through the company to the members and then is taxed as personal income. However, depending on the business goals and future of the company, an LLC can elect to be taxed as a corporation by filing Form 8832 with the IRS.
Is my LLC member-managed or manager-managed?
Unless otherwise specified in an operating agreement, all LLCs are assumed to be member-managed by the state. However, the operating agreement of your LLC can state that the LLC is either managed by a manager or a team of managers.
Who is a manager of an LLC?
A manager of an LLC is an individual or entity defined in the operating agreement who performs the managerial and financial functions of the LLC. It is not required that a manager of an LLC be a member of the LLC and an individual or entity who is a manager is not entitled to any profits of the LLC.
Who is a member of an LLC?
A member of a Connecticut LLC is an individual or entity who is an initial founder of the company or becomes a member by the membership process outlined in the operating agreement of the LLC.