Under Connecticut law, your corporation's name must contain one of the following designations: corporation, incorporated, company, Societa 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 registry search. 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 by postal mail. The filing fee is $60.
Your corporation is legally created by filing a Certificate of Incorporation with the Connecticut Secretary of State. The certificate must include the corporate name; the number and class of shares the corporation is authorized to issue; if more than one class of shares, the rights and limitations on each share class; the NAICS code (see www.census.gov/naics); the name, street address, and signature of an agent for service of process; the name, address, and signature of each incorporator; and whether the corporation elects benefit corporation status. The articles may be filed online or by mail. The filing fee is $250.
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 serve 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 an officer, director, or shareholder of your corporation), or (2) a Connecticut business entity, or (3) a foreign business entity that 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.
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.
Keep your bylaws, articles, stock certificates, minutes of shareholder and director meetings, and other important papers in a corporate records book. You can use a three-ring binder or order a corporate records kit through a corporate kit supplier.
The incorporator—the person who signed the articles—appoints the initial corporate directors who 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 should complete and sign an "Incorporator's Statement" showing the names and addresses of the initial directors. The statement need not be filed with the state--keep it in the corporate records book. For a sample Incorporators Statement, see Incorporate Your Business, by Anthony Mancuso (Nolo).
At the first board meeting, the directors appoint corporate officers, adopt bylaws, select a corporate bank, set the corporation's fiscal year, authorize issuance of shares of stock, and adopt an official stock certificate form and corporate seal. Share issuances by small privately held corporations are usually exempt from federal and state securities laws--see the Nolo Corporations FAQ.
Record the directors' actions in corporate minutes prepared by the incorporator or any of the directors. For corporate meeting minute forms, see Nolo's website or refer to Incorporate Your Business, by Anthony Mancuso (Nolo).
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 online 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.
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.