How to Form a Corporation in Connecticut

To form a corporation in Connecticut, you need to take the steps below.

You can also use our Online Corporation Service, which will form a corporation for you, providing you with everything you need including a corporate name check, articles, bylaws, a corporate records book, an incorporator's statement, minutes of the first meeting of the board of directors, stock certificates, and a stock transfer ledger.

1. Choose a Corporate Name

Connecticut, like other states, has rules for what you can and can't name your corporation. For instance, your corporation's name must contain one of the following terms or its abbreviation:

• "corporation"
• "incorporated"
• "company"
• "Societa per Azioni," or
• "limited."

Alternatively, your corporate name can contain words or abbreviations of a similar meaning to the ones above in another language. However, your corporation's name can't state or imply that your corporation is organized for some purpose other than the one specified in its certificate of incorporation. (Conn. Gen. Stat. § 33-655 (2024).)

In addition, your corporation's name must be distinguishable from the names of other businesses already on file with the Connecticut Secretary of the State (SOTS). You can use the SOTS's business records search to find out which names are already taken.

If you're not ready to officially create your corporation, but you have a corporate name in mind, you can reserve your name for 120 days with the SOTS. You can reserve an available name by filing an Application for Reservation of Name. You can submit the form online or by mail. As of 2024, the filing fee is $60. (Conn. Gen. Stat. § 33-656 (2024).)

To submit forms online, you must create a ct.gov account. You can access downloadable pdf versions of various corporation forms, including the name reservation form on the corporate filings webpage of the Connecticut state website.

2. Appoint a Registered Agent

Every Connecticut corporation must have an agent for service of process in the state (also called a "registered agent"). A "registered agent" accepts legal papers on the corporation's behalf if it's sued. A corporation can't serve as its own agent. The agent should agree to accept service of process on your corporation's before your corporation names the agent.

The registered agent can be:

• an individual who's a full-time resident of Connecticut (including an officer, director, or shareholder of your corporation)
• a Connecticut business entity, or
• a foreign business entity that's 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 as their initial agent. A different agent can always be named later.

(Conn. Gen. Stat. § 33-660 (2024).)

3. File Certificate of Incorporation

You can legally form a corporation in Connecticut by filing a Certificate of Incorporation with the SOTS. You can file your certificate online through your ct.gov account or by mail.

Your certificate must include:

• the corporation's name
• the number and class of shares the corporation is authorized to issue, if the corporation will have more than one class of shares
• the rights and limitations for each share class
• the corporation's NAICS code
• the name, street address, and signature of the corporation's registered agent
• the name, address, and signature of each incorporator, and
• whether the corporation elects benefit corporation status.

(Conn. Gen. Stat. §§ 33-636 and following (2024).)

As of 2024, the filing fee is $250, which includes a franchise tax for up to 20,000 shares. If your corporation authorizes more than 20,000 shares, then you'll owe a franchise tax based on a sliding scale when you incorporate. The $250 filing fee includes the minimum $150 franchise tax. (Conn. Gen. Stat. § 33-618 (2024).)

4. Prepare Corporate Bylaws

Your corporation's incorporators (those who signed and filed the certificate of formation) or initial board of directors must adopt initial bylaws for the corporation. Your corporation's bylaws is an internal corporate document that sets out the basic ground rules for operating your corporation. You don't need to file your bylaws with the state. (Conn. Gen. Stat. § 33-640 (2024).)

At the very least, your bylaws should cover:

• the officer positions for the corporation (for instance, chief executive officer, chief operating officer, secretary, etc.)
• the rights and obligations of directors, officers, and shareholders
• the procedure for meetings of directors and shareholders
• the process for electing and appointing directors and officers, and
• how stock is classified and issued.

Apart from being legally required, corporate bylaws are important for several reasons. Your corporation's bylaws help establish your business as a separate entity from its officers, directors, and shareholders—preventing others from piercing the corporate veil and holding individuals in the corporation liable for corporate debts. Bylaws are also useful in showing banks, creditors, the Internal Revenue Service (IRS), and others that your corporation is legitimate.

Place your bylaws, meeting minutes, and other important corporate papers in a corporate records book. You can use a three-ring binder or you can order a special corporate records kit through a corporate kit supplier. Keep this book at your corporation's principal office.

5. Appoint Initial Directors and Hold the First Board Meeting

The incorporator will appoint the initial corporate directors to the board. These directors will serve on the board until the first annual meeting of shareholders when the shareholders elect (or re-elect) new board members. The incorporator can name these initial directors in the certificate of incorporation but doesn't have to.

The directors must hold an organizational meeting to:

• appoint corporate officers
• adopt the corporate bylaws, and
• handle other business matters.

(Conn. Gen. Stat. § 33-639 (2024).)

Other business matters can include selecting a corporate bank, authorizing the issuance of shares, and setting the corporation's fiscal year.

Be sure to record the board's decisions and actions in corporate minutes. If you want your corporation to be taxed as an S corporation, the directors should approve the election of S corporation status at the first meeting as well.

The incorporator should also fill out an "Incorporator's Statement" listing the names and addresses of the initial directors. The incorporator should sign the statement and place a copy in the corporate records book.

6. Issue Corporate Stock

Once your corporation is registered and your initial directors appointed, you should issue stock in return for capital contributions. Shareholders can contribute cash, property, services, or all three in exchange for stock in a corporation.

Shareholders' Agreement and Stock Certificate

Typically, when shareholders receive their shares, they'll sign a shareholders' agreement (also called a "stockholders' agreement") that lays out their rights and obligations as shareholders. Small corporations often issue paper stock certificates to represent stock ownership. One of the corporation's officers or directors should sign the certificate or the certificate should bear the corporate seal.

You should also include the share's par value somewhere on the certificate. The par value is the lowest amount the share can be sold for.

List each shareholder's name and contact information in the corporation's stock transfer ledger.

Securities Laws and Exemptions

Typically, a share of stock in a corporation is classified as a security under state and federal securities laws. Securities laws require corporations to follow certain rules when offering and issuing stock, such as registering the sale with the U.S. Securities and Exchange Commission (SEC).

However, many small corporations don't have to worry about securities laws. Small corporations often make private offerings for their shares, and federal law exempts private offerings from being classified as securities. A "private offering" is a non-advertised sale to a limited number of people (generally 35 or fewer). You can see our corporations FAQ for more.

You should refer to Connecticut's Uniform Securities Act for more information on state securities requirements and exemptions. If you have specific questions, talk to a Connecticut business attorney with experience with the state's securities laws.

7. File an Annual Report

Connecticut corporations and foreign corporations authorized to do business in the state must file an annual report with the SOTS. You must file your first annual report within 90 days of when you filed your corporation's certificate of incorporation.

Your annual report must include:

• the name of the corporation
• the corporation's principal office
• the corporation's email address (if any)
• the name and address of the corporation's registered agent
• the names and addresses of the corporation's directors and officers, and
• any other information the SOTS requires (for example, the corporation's NAICS).

(Conn. Gen. Stat. § 33-953 (2024).)

You must file your annual report online. You can file online through your ct.gov account. Your report is due every year by the last day of the anniversary month of your corporation's formation. For example, if you filed your certificate of incorporation on April 9, your annual report would be due the next year by April 30.

Use the Organization and First Report form to file your initial report.

As of 2024, the filing fee for an annual report is $150 for Connecticut corporations and $435 for foreign corporations doing business in the state.

8. Obtain an EIN and Comply With Tax Requirements

Your corporation must get a federal employer identification number (EIN). You can apply for an EIN online through the IRS website. There's no filing fee.

Your corporation must register with the Connecticut Department of Revenue Services (DRS) to pay business taxes in Connecticut. Register your corporation online via myconneCT.

Connecticut corporation business tax: Your corporation must pay the state's corporation business tax—a tax on either the business's net income or capital base, whichever is greater. Your corporation must file Form CT‑1120, Corporation Business Tax Return with the DRS. Depending on your tax liability, your corporation might need to make quarterly estimated tax payments. Your business tax return is due by the 15th day of the month following the due date of your corporation's federal income tax return (for example, May 15 for calendar year taxpayers).

Connecticut corporation business tax surcharge: Your corporation might be required to pay a 10% corporation business surtax in addition to your corporation's business tax. The Connecticut General Assembly extended this surcharge requirement into the 2024 and 2025 tax years. This surcharge could be extended again.

A corporation is required to pay the surtax if it has more than $250 in corporation tax liability and either:

• has at least $100 million in annual gross income, or
• files combined or unitary returns.

(Conn. Gen. Stat. § 12-214 (2024).)

See the General Assembly's Research Report on the corporation business tax surcharge for more details.

Connecticut sales and use tax: If your corporation will sell taxable goods and services, you must collect and pay sales tax to Connecticut. Register your corporation with the DRS through myconneCT and pay the $100 registration fee. After registration, he DRS will send your company a sales tax permit and assign you a CT tax registration number. File Form OS‑114, Connecticut Sales and Use Tax Return to report the sales tax you collect. Visit the sales and use tax information webpage on the DRS website for more guidance.

Connecticut wage withholding tax: If your corporation has employees, you must withhold and pay employee income taxes to the DRS. You can register to pay withholding tax through myconneCT. You'll need to file withholding taxes periodically—either weekly, monthly, or quarterly. You must also file reconciliation forms either quarterly or annually. See the withholding tax information webpage on the Connecticut state website for more information.

Connecticut unemployment insurance (UI) tax. If your corporation has employees, you'll also probably need to register to pay state UI taxes to the Connecticut Department of Labor (DOL). Register as an employer using Connecticut's tax and wage reporting system, ReEmployCT. You must file quarterly returns to the DOL to report on wages and pay UI taxes.

For more on starting a corporation, including sample forms and bylaws, you can read Incorporate Your Business, by Anthony Mancuso (Nolo).