How to Form an LLC in Connecticut
Connecticut Secretary of State—Commercial Recording Division
PO Box 150470
30 Trinity Street
Hartford, CT 06115-0470
Statutory Authority: Connecticut Limited Liability Company Act — Conn. Gen. Stat. § 34-100 (2013)
Connecticut LLC General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Organization.”
3. If expedited service is required, complete “Expedited Service Request” form.
4. If document will be submitted by fax, complete the “Fax Filing Service Request.”
5. If document will be submitted by mail, prepare a Letter of Transmittal.
6. Submit the completed documents, along with a photocopy of each and filing fees, to the Connecticut Secretary of State.
Connecticut Articles of Organization
The following information is legally necessary sufficient to form an LLC in Connecticut:
1. Filing party name and address
2. Company name
3. Description of business to be transacted or purpose to be promoted
4. Registered agent name, address, signature, and printed name
5. Name, title, and business and residence address of each manager or member
6. Management structure
8. Printed name and signature of each organizer
Connecticut LLC Fee Schedule
Application for Reservation of Name: $60.00
Articles of Organization: $120.00
Application for Registration of Limited Liability Company: $120.00
Expedited Service: $50.00
Certified Copy: $55.00
Annual Report: $20.00
Articles of Dissolution: $50.00
Your company name must end with a limited liability company designator. In Connecticut the specific limited liability company designators are: “Limited Liability Company” “L.L.C.” “LLC” “Limited Liability Co.” “Ltd. Liability Company” “Ltd. Liability Co.”
Conduct an entity name search on the Connecticut Secretary of State website to confirm the availability of your company name.
If the name you want is available you can reserve it for 120 days by filing an “Application for Reservation of Name” and paying a name reservation fee of $60.00. NOTE: Reserving your company name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
Connecticut requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Connecticut resident or active Connecticut business entity that has a Connecticut street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Connecticut resident and have a Connecticut street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a Connecticut limited liability company. Nevertheless, Connecticut permits you to add other provisions to your Articles of Organization as an attachment.
The most common optional provisions are the following:
☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation
Post Formation and Ongoing Compliance
1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open a company bank account.
5. Create and maintain a company records book.
6. File an Annual Report.
Registering as a Foreign Entity in Connecticut
1. Complete the “Application for Registration.”
2. Submit the completed document, along with a $120.00 filing fee, to the Connecticut Secretary of State.
Dissolving a Connecticut LLC
1. Complete the “Articles of Dissolution.”
2. Submit the completed document, along with a $50.00 filing fee, to the Connecticut Secretary of State.