How to Form an LLC in Connecticut
To form an LLC in Connecticut, here's everything you need to know.
1. Choose a Name for Your LLC
Under Connecticut law, an LLC name must contain the words "Limited Liability Company" or the abbreviations "LLC" " or "L.L.C." The word "Limited" may be abbreviated as "Ltd." and the word "Company" as "Co."
Your LLC’s name must be distinguishable from the names of other business entities already on file with the Connecticut Secretary of State. Names may be checked for availability by searching the Connecticut Secretary of State business name database.
An available name may be reserved for 120 days by filing an Application for Reservation of Name with the Connecticut Secretary of State. The form must be filed by postal mail. The filing fee is $60.
2. File Articles of Organization
A Connecticut LLC is created by filing Articles of Organization with the Connecticut Secretary of State.
The articles must include the LLC's name and address; the nature of the business; the name, address, and signature of the LLC’s registered agent; the name and address of at least one manager or member; and a statement as to whether the LLC will be run by a manager. The articles can be filed postal mail or online.
3. Appoint a Registered Agent
Every Connecticut LLC must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC’s behalf if it is sued. The agent should agree to accept service of process on behalf of the limited liability company prior to designation. The registered agent may be (1) an individual who is a full-time resident of Connecticut (including a member or manager of the LLC), or (2) a Connecticut business entity, or (3) a foreign business entity which has obtained a certificate of authority to transact business in Connecticut.
All of the paperwork and procedural steps to start a limited liability company in Connecticut can be done online using Nolo's Connecticut Online LLC Formation application.
4. Prepare an Operating Agreement
An LLC operating agreement is not required in Connecticut, but is highly advisable. For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s Online LLC. If an operating agreement is created, it need not be filed with the Articles of Organization.
5. Publication Requirements
6. Comply With Other Tax and Regulatory Requirements
Additional tax and regulatory requirements may apply to your LLC. These may include:
EIN: If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if it will have employees or you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online application on the IRS website. There is no filing fee.
Business Licenses: Depending on its type of business and where it is located, your LLC may need to obtain other local and state business licenses. The Connecticut Business Response Center directs businesses to the appropriate agencies to ensure they are properly registered, licensed or permitted within the state.
7. Pay Your State Tax Obligations
In some cases, for example if you will be selling goods and collecting sales tax or if you have employees, you’ll need to register with the Connecticut Department of Revenue Services (DRS). For most purposes, you can register either online or on paper (Form REG-1, Business Taxes Registration Application). Connecticut also imposes a separate biennial (every other year) $250 Business Entity Tax (BET). See the Busienss Entity Tax webpage for more information.
8. File Annual Reports
All Connecticut LLCs must file an annual report with the Connecticut Secretary of State. The report is due in the anniversary month that the LLC was formed. The report must be filed online on the Secretary of State’s website. The filing fee is $20.
9. Foreign LLCs Doing Business in Connecticut
All LLCs organized outside of Connecticut must register with the Connecticut Secretary of State to do business in Connecticut. Foreign LLCs must appoint a registered agent for service of process physically located in Connecticut. To register, file an Application for Registration, Limited Liability Company-Foreign. The application may be completed and filed online or by postal mail. The filing fee is $120.
Before filing, make sure the LLC’s name is available in Connecticut by checking the Connecticut Secretary of State’s business name database. If the name is not available, the foreign LLC may use a designated name to transact business in Connecticut.