How to Incorporate in Connecticut

Connecticut Secretary of State—Commercial Recording Division
PO Box 150470
30 Trinity Street
Hartford, CT 06115-0470

860.509.6002 telephone
860.509.6069 facsimile

Statutory Authority: Connecticut Business Corporation Act — Conn. Gen. Stat. § 33-601 (2013)

Connecticut Incorporation General Filing Instructions

1. Confirm availability of company and reserve is necessary.
2. Complete the “Certificate of Incorporation.”
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 Certificate of Incorporation

The following information is legally necessary and sufficient to form a for-profit corporation in Connecticut:

1. Filing party name and address
2. Company name
3. Number of authorized shares
4. Registered agent name, address, and signature
5. Date
6. Printed name, address, and signature of each incorporator

Connecticut Incorporation Fee Schedule

Application for Reservation of Name: $60.00
Certificate of Incorporation: $250.00 (Includes $150 minimum franchise tax)
Application for Certificate of Authority for Foreign Corporation to Transact Business: $385.00 (Includes $285.00 License Fee)
Expedited Service: $50.00
Certified Copy: $55.00
Organization and First Report: $150.00
Annual Report: $150.00
Certificate of Dissolution: $50.00

Company Name

Your company name must end with a corporate designator. In Connecticut the specific corporate designators are: “Corporation” “Incorporated” “Company” “Societa per Azioni” or “Limited” “Corp.” “Inc.” “Co.” “S.p.A.” “Ltd.”

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.

Registered agent

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.

Optional provisions

The state provided forms ask for and specify what is legally sufficient and necessary to form a Connecticut corporation. Nevertheless, Connecticut permits you to add other provisions to your Certificate of Incorporation as an attachment.

The most common optional provisions are the following:

☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election

Post formation and ongoing compliance

1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. Within 30 days of the initial organizational meeting file the “Organization and First Report.”
9. File an Annual Report.
10. Pay annual franchise tax.

Registering as a Foreign Entity

1. Complete the “Application for Certificate of Authority Foreign Corporation.”
2. Attach a certificate of existence/good standing, no more than 90 days old, from the proper officer of the state of incorporation.
3. Submit the completed document, along with the filing fees, to the Connecticut Secretary of State.

Dissolving a Connecticut Corporation

1. Complete the “Certificate of Dissolution.”
2. Submit the completed document, along with the $50.00 filing fee, to the Connecticut Secretary of State.
3. Once you receive a filed copy of the “Certificate of Dissolution” you need to close your corporation’s Department of Revenue Services business tax account.

How to Incorporate in Connecticut
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