How to Form a Corporation in Connecticut

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

You can also use Nolo's 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

Your corporation's name must be distinguishable from the names of other business entities already on file with Connecticut's Secretary of the State. Names may be checked for availability by searching the Connecticut Secretary of the State business registry search.

You can reserve an available name for 120 days by filing an Application for Reservation of Name with the Secretary of the State. The form may be completed and filed by postal mail. The filing fee is $60.

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.

2. File Certificate of Incorporation

Your corporation is legally created by filing a Certificate of Incorporation with the Connecticut Secretary of the State. The certificate must include the:

• corporate name
• number and class of shares the corporation is authorized to issue, if the corporation will have more than one class of shares
• rights and limitations for each share class
• NAICS code (see www.census.gov/naics)
• name, street address, and signature of an agent for service of process
• name, address, and signature of each incorporator, and
• whether the corporation elects benefit corporation status.

You can file the Certificate of Incorporation online or by mail. The filing fee is $250, which includes a minimum franchise tax of $150.

3. Appoint a Registered Agent

Every Connecticut corporation must have an agent for service of process in the state (also called a registered agent). 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 before your corporation names the agent.

The registered agent may be:

• an individual who is 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 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. Prepare Corporate Bylaws

Bylaws are an internal corporate document that sets 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 establish your corporation's operating rules and help show banks, creditors, the IRS, and others that your corporation is legitimate. You can customize bylaws for your corporation on Nolo's website or read Incorporate Your Business, by Anthony Mancuso (Nolo).

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 (a corporate records book and company seal come with Nolo's corporate formation service).

5. Appoint Initial Directors and Hold First Board Meeting

The incorporator—the person who signed the articles—appoints the initial corporate directors of the board. These directors 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 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 the 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). (Nolo's corporate formation service comes with filled-out minutes of the first meeting as well as an Incorporator's Statement.)

6. File an Annual Report

Connecticut corporations and foreign corporations authorized to do business in the state must file an annual report with the Connecticut Secretary of the 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 the State Online Filing System.

The filing fee is $150 for Connecticut corporations and $435 for foreign corporations doing business in the state.

7. Obtain an 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.