To form a corporation in Connecticut, you need to take the steps set forth below. To find out what’s required to form a corporation in any other state, see Nolo’s 50-State Guide to Forming a Corporation.
1. Choose a Corporate Name
Under Connecticut law, your corporation's name must contain one of the following designations: corporation, incorporated, company, Society per Azioni, or limited; or the abbreviation corp., inc., co., S.p.A., or ltd.
Your corporation'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 may be completed and filed online or by postal mail. The filing fee is $60.
2. Prepare and File Certificate of Incorporation
Your corporation is legally created by filing a Certificate of Incorporation with the Connecticut Secretary of State. The certificate must include the corporate name and address; its purpose; the name, address, and signature of agent for service of process; the name and address of each incorporator; the number and class of shares the corporation is authorized to issue; and a list of the rights and preferences of each class of shares. The articles must be filed online. The filing fee is $250.
3. Appoint a Registered Agent
Every Connecticut corporation must have an agent for service of process in the state. This is an individual or corporation that agrees to accept legal papers on the corporation's behalf if it is sued. A corporation may not service as its own agent for service of process. The agent should agree to accept service of process on your corporation's behalf 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. The agent must have a physical street address in Connecticut, not a post office box. Small corporations typically name a director or officer to serve as the initial agent. A different agent can always be named later.
4. Set Up a Corporate Records Book
Set up a corporate records book in which you keep all of your corporation's important papers, including minutes of director and shareholder meetings, stock certificates, and stock certificate stubs. Keep your corporate records book at the principal office of your corporation. You can use a three-ring binder as the corporate records book or you can order a special corporate records kit through a corporate kit supplier.
5. Prepare Corporate Bylaws
Bylaws are an internal corporate document that set out the basic ground rules for operating your corporation. They are not filed with the state. Your corporation is not legally required to have corporate bylaws, but you should adopt them because they (1) establish your corporation's operating rules, and (2) help show banks, creditors, the IRS, and others that your corporation is legitimate. For corporate bylaw forms, see Nolo’s website or Incorporate Your Business, by Anthony Mancuso (Nolo). Corporate kits also typically contain sample bylaws.
6. Appoint Initial Corporate Directors
The incorporator—the person who signed the articles—must appoint the initial corporate directors who will serve on the board until the first annual meeting of shareholders (when the board members who will serve for the next term are elected by the shareholders). The incorporator must fill in an “Incorporator’s Statement” showing the names and addresses of the initial directors. The incorporator must sign the statement and place a copy in the corporate records book. The statement need not be filed with the state. For a sample Incorporator's Statement, see Incorporate Your Business, by Anthony Mancuso (Nolo).
7. Hold Your First Board of Directors Meeting
The first meeting of the corporation's board of directors should be held at which the directors can appoint corporate officers, adopt bylaws, select a corporate bank, authorize issuance of shares of stock, set the corporation's fiscal year, and adopt an official stock certificate form and corporate seal. The directors' actions must be recorded in corporate minutes prepared by the incorporator or any of the directors. Additionally, if the corporation will be an S corporation, the directors should approve the election of S corporation status. It is usually necessary to prepare the minutes over one or two weeks, and then send them to all the directors for their signature. For corporate meeting minute forms, see Nolo’s website or refer to Incorporate Your Business, by Anthony Mancuso (Nolo).
8. Issue Stock
Issue stock to each shareholder. Although not legally required in most states, small corporations usually issue paper stock certificates. Enter each shareholder's name and contact information in the corporation’s stock transfer ledger.
A share of stock in your corporation is classified as a security under state and federal securities laws that regulate the offer and sale of corporate stock. However, the federal government and all states exempt most small corporations from these laws. For example, federal law exempts "private offerings;" a non-advertised sale to a limited number of people (generally 35 or fewer). Most states have enacted their own versions of this SEC exemption.
Visit your state securities office website for information about your state's securities laws. Links to all such offices can be found at the Contact Your Regulator web page of the North American Securities Administrators Association.
9. File Annual Reports
Connecticut corporations and foreign corporations authorized to do business in the state must file an annual report with the Connecticut Secretary of State. Domestic corporations must file their first report within 30 days after the corporation's organizational meeting. This report must be filing using the Organization and First Report form, which must include the corporation's name, its principal office, and the names and addresses of the directors and officers. All annual reports must be filed online through the Connecticut Secretary of State Online Filing System.
The filing fee is $150 for Connecticut corporations, and $435 for foreign corporations doing business in the state.
10. Comply with State Tax Requirements
Connecticut corporations and foreign corporations doing business in the state must register with the Department of Revenue Services and obtain a Connecticut Tax Registration Number before conducting business in the state. Such registration is done online at the Department of Revenue Services website.
An annual business entity tax of $250 must be paid by all corporations required to file an annual report with the Connecticut Secretary of the State. The tax must be paid to the Department of Revenue Services by the fifteenth day of the fourth month following the close of the corporation's tax year (April 15 for calendar year filers). Visit the Business Entity Tax Page for more information.
11. Comply With Other Tax and Regulatory Requirements
Additional tax and regulatory requirements apply to your corporation. These include:
EIN: Your corporation must obtain a federal employer identification number (EIN). You may obtain an EIN by completing an online application on the IRS website. There is no filing fee.
S Corporation Filing: If the corporation wants to elect S corporation status for tax purposes, it must submit Form 2553 Election by a Small Business Corporation (signed by all the shareholders). The election should be filed within two months and 15 days after the beginning of the corporation's first tax year. See the IRS S Corporation Fact Sheet for details.
Business Licenses: Depending on its type of business and where it is located, your corporation may need to obtain other local and state business licenses. Check the Connecticut Licensing Info Center website for more information.
12. Foreign Corporations Doing Business in Connecticut
All corporations organized outside of Connecticut must register with the Connecticut Secretary of State to do business in the state. Foreign corporations must appoint a registered agent for service of process physically located in Connecticut or appoint the Secretary of State as its agent. To register, file an Application for Certificate of Authority. The application must be accompanied by an authenticated certificate of the corporation's legal existence from the corporation's home state that is no more than 90 days old.
The application may be filed online or by postal mail. The filing fee is $385.
Before filing, make sure the corporation’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 corporation must use a fictitious name to transact business in Connecticut. The corporation must file a resolution by its board of directors, certified by its secretary, adopting the fictitious name along with its Application for Certificate of Authority.