Incorporation in Connecticut is handled by the Commercial Recording Division of the Connecticut Secretary of State. This agency is responsible for all forms, filings, and record keeping. In Connecticut, the Secretary of State Office also handles liens under the Uniform Commercial Code Statutes through the Research and Response Unit. Corporate filings of record are maintained in a searchable database for the public. The types of business structures available are For-Profit and Not-For-Profit Corporations, Limited Liability Companies, Limited Partnerships, and Limited Liability Partnerships. Professional Corporations, as defined in Connecticut, are those that render services under a single, state-licensed activity.
Basic steps to incorporate in Connecticut
Search to make sure your company name is available. Corporations must use one of the following suffixes (for both stock and non-stock corporations): Corporation, Incorporated, Company, Societa per Azioni, or Limited. Abbreviations can be used. You can use the free CorpNet company name search to see if your chosen name is available. Names can be reserved for 120 days.
Register your corporation (or LLC) with the Secretary of State. CorpNet offers filings of the Articles of Incorporation (for corporate structures) and for LLCs, Articles of Organization.
Hold and record minutes for the first official meeting and adopt the Bylaws (corporations) or Operating Agreement (LLCs). Provisional Bylaws may be submitted with the initial filing or can be adopted later. This is a legal meeting and must be recorded as such. (See section below about officers and documentation.)
Apply for a Federal Employer Identification Number (EIN) under the corporate name. In Connecticut, this will also serve as your State Tax Identification Number. You will also have to arrange for a bank account under this number for accounting purposes. Your financial institution will want to see a Certificate of Legal Existence from the Secretary of State.
Obtain any specific licenses and permits required, either statewide or for the county in which you will do business. Connecticut maintains an online site, the Connecticut Licensing Information Center, which has information on specific licenses. Some examples would be: Electrician’s license, trucking licenses and permits, Liquor license, etc.
Foreign and Domestic Corporations
A foreign corporation is a corporation registered in another State that does business in Connecticut. Registration is required and the Secretary of State will issue a Certificate of Authority. This will also generate the proper documentation to verify legal existence in Connecticut.
Domestic corporations are those formed under Connecticut law in the State itself. While there is no residency requirement for directors or officers of Connecticut corporations, a registered agent (who can also be a corporate officer) must have a physical address in Connecticut along with regular business hours. They have to be available to take phone calls and respond to legal matters. Hiring a Registered Agent will protect your privacy and meet the requirements of incorporation in Connecticut.
Officers and documents
Corporations in Connecticut must have at least one incorporator who is at least 18 years old. Directors names and officers do not have to appear on the original filing. Corporations can be formed for any legal purpose and the purpose also does not have to appear on the incorporation documents.
The original filing does require a listing of the type and number of shares of stock. Information about officers, stockholders, minutes of required meetings, and annual reports have to be maintained at the corporate offices. Other records required at the principle place of business include a copy of the articles of incorporation along with any amendments. The first annual report is due into the Secretary of State within 30 days of the first organizational meeting.
Certificate of Incorporation – Different versions for stock and non-stock corporations. This is the filing that creates the corporation. The appointment of a registered agent is part of the filing.
Application for Registration of Name – Used to reserve the legal name of the corporation. The same document is used for all business structures registered with the Secretary of State. Foreign Corporations use the same form.
Organization and First Report – This is the official record of the first organizational meeting. The date of the meeting appears, and the officers and directors of the corporation (both stock and non-stock) are listed, along with their addresses (must be residences, not P.O. boxes).
Certificate of Amendment – Used to report alterations in the articles of incorporation. The full text of the amendment is required.
Change of Agent – Used to change agents. An agent in Connecticut can be an individual residing in the State, or a corporation registered with the State (either foreign or domestic). A registered agent may not be the entity itself. Because the registered agent is the point of contact between the corporate entity and the State of Connecticut, any change must be documented with the State.
Officer and Director Change – Used to amend addresses and names for new or departing officers or directors.
Forming a corporation online
Incorporation in Connecticut can be handled remotely through our services. We offer complete packages that allow you to start your corporation or LLC without missing key steps or documents. This lets you focus on managing your business instead of getting stuck in state-mandated paperwork. We are able to perform a name search, reserve a name, and file incorporation documents on your behalf.
CorpNet is available to help you start a corporation in Connecticut and one-year Registered Agent Services is standard in our packages. We also include unlimited customer support.