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Start a Corporation in Connecticut

Use our free business tools below to complete your Connecticut Certificate of Incorporation. This is the document you file directly with the Connecticut Secretary of State to form your corporation.

If you want more, hire us to form your corporation in Connecticut for just $39 + state fees. We’ll get your business stood up in minutes with a free domain, website, email, business phone, and more.

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How to Start a Corporation in Connecticut

A Connecticut corporation is a legal entity that is separate from its owners (shareholders). Often formed to conduct business, corporations are popular with larger businesses that seek to raise money through selling shares of stock. The main benefit of a corporation is that it is organized to protect owner assets (houses, cars, bank accounts) from being used to settle business debts or lawsuits.

To start a corporation in Connecticut, you must file a Certificate of Incorporation with the Connecticut Secretary of State. You can file the document online, by mail or in person. The Certificate of Incorporation costs $250 to file (plus $150 to submit your Organization and First Report Form). Once filed with the state, this document formally creates your Connecticut corporation.

 

1. Name Your Corporation

If you’re starting a new business, you probably already know what you want to name your corporation. But you’ll need to know if your preferred name is available. To find out, visit the Connecticut Business Registry Search and explore until you find the perfect name for your corporation. But you first need to make sure your name complies with Connecticut’s rules for naming corporations, which are listed in CT Gen Stat § 33-655.

You will write your corporation’s official name on the Certificate of Incorporation. Any other name your business operates under is an assumed business name, also known as a doing business as name (DBA), fictitious business name (FBN), or a trade name. In Connecticut, to use an assumed business name, you must first file a Trade Name Certificate with the town clerk in the municipality where you do business.

Thinking about using a DBA? Learn more about How to Get a Connecticut DBA.

Typically, trade names in Connecticut do not expire. However, since there is no overarching Connecticut law for trade names, whether your trade name expires might vary from city to city. Make sure to check with your local municipality to confirm whether your trade name needs to be renewed.

2. Designate a Registered Agent

Per CT Gen Stat § 33-660, every Connecticut corporation must appoint a registered agent. You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your certificate wherever possible to ensure maximum privacy.

Registered agents can perform a range of services, but at the very least, your Connecticut registered agent must:

  • Have a physical address (can’t be a P.O. box or virtual office) in Connecticut.
  • Keep regular business hours at this address.
  • Accept service of process (lawsuits and other legal mail) on behalf of your business and forward it to you.

Yes. If you’re okay with having your name and address on the public record, and you can maintain regular business hours at this address, you can be your own registered agent. You will need to be able to accept service of process in person at your business address.

A lot of business owners choose to hire a registered agent for peace of mind and privacy protection. If you get served time-sensitive legal mail while you’re out of town, a good registered agent will make sure you’re notified right away. A great registered agent will let you list their business address on public documents in place of your own. I bet you can guess what kind of registered agent we are.

Yes, you can change your registered agent in Connecticut at any point by filing a Change of Agent form with the Secretary of State’s office. There is a $50 filing fee.

3. Submit Certificate of Incorporation

Learn more about each Certificate of Incorporation requirement below.

Note that the information you provide becomes part of the public record—permanently.

You’ll need to include the following information on your Certificate of Incorporation:

  • Type of Business. On the online form, you’ll have to select what type of business you’re forming. For example, if you’re forming a benefit corporation, you’ll indicate that here. But, most corporations will fall into the “Domestic Stock Corporation” category.
  • Filing Party. On the paper form, you’ll need to include the name and address of the person filing the certificate. This is where formation confirmation will be sent. Hire us, and we’ll include our information here.
  • Corporation Name. Your name must include “Corporation,” “Incorporated,” “Company,” “Limited,” an abbreviation of one these words, or a designation of similar meaning in another language, such as the Italian “Societa per Azioni.” Tip: Most businesses keep it short and sweet with “Inc.” or “Corp.”
  • Authorized Shares. List the number of shares you’re creating. You have to authorize at least one. If you authorize more than 20,000, your franchise tax fee will increase. If you have more than one class of shares, you’ll also have to include the details (number of shares per class, terms, rights, limitations) about each class.
  • Business Email. This is optional on the paper form, but required if you file online. Hire us and we’ll put our email here so you can keep yours private.
  • NAICS Code. A NAICS Code is a numerical classification that describes business activity. Choose the code that most accurately describes what your business does. (The online form has drop-down options; for the paper form, use this code index as a guide.)
  • Registered Agent and Address. Your Connecticut registered agent can be an individual (such as yourself) or a business that provides registered agent service (such as Northwest). The agent needs to be available during regular business hours at the street address listed. If the agent is an individual, a Connecticut residence address is required, as well. Remember that the information in your Certificate of Incorporation becomes part of the public record. Keep your address information private and hire Northwest so our address can go here instead.
  • Registered Agent Acceptance. If you file with a paper form, your registered agent will have to sign the form—this can really slow things down if your agent isn’t with you when you’re filling out your Certificate of Incorporation. If you file online, your registered agent still has to confirm their acceptance, but the process is easier. The agent will get an email with an acceptance link they have to click within 48 hours. Hire us, and we’ll take care of this.
  • Benefit Corporation Status. If you’re a benefit corporation, you’ll have to note this on the paper version of the certificate. B corps must aim to create a general public benefit and are subject to the rules of the Connecticut Benefit Corporation Act. (Most corporations aren’t benefit corporations.)
  • Other Provisions. You can include additional (legally permitted) information. Provisions might include information about officers or directors.
  • Incorporator. Your incorporator is the person or people who sign and submit your Certificate of Incorporation. Incorporators have to include their name, address, and signature. Your incorporator doesn’t have to be a director, officer, or anyone in your corporation—we’ll be your incorporator when you hire Northwest.

It’s a fact that all the information provided in the Certificate of Incorporation will become part of the public record. When your personal information is accessible by anyone, it opens your business up to hassles like junk mail.

To keep your information off the public record, you can hire a registered agent company—like us. We’ll list our address on this form so you don’t have to. Your personal addresses will stay off the public record and away from prying eyes.

You can file your paperwork online, by mail, or in person. Mailed filings must be submitted to the following address:

Business Services Division
Connecticut Secretary of the State
PO Box 150470
Hartford, CT 06115-0470

When available, in-person filings can be delivered to:
Business Services Division
Connecticut Secretary of the State
165 Capitol Avenue, Suite 1000
Hartford CT, 06106.

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4. Get an EIN

Your federal employer identification number (commonly known as an EIN or FEIN) is similar to a social security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.

The IRS requires corporations to get an EIN for their federal tax filings. You may also be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.

You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form. Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our incorporation service.

5. File the Beneficial Ownership Information Report

As of January 1, 2024, most US corporations need to file a Beneficial Ownership Information (BOI) Report with the Financial Crimes Enforcement Network (FinCEN). Entities required to file the BOI Report (called reporting companies) need to provide identifying information about the company, its beneficial owners, and (for new companies) the company applicant.

  • Beneficial Owner: Includes everyone with at least 25% ownership stake in the corporation or with substantial control over company operations, like senior officers and General Counsel.
  • Company Applicant: The person who filed your Certificate of Incorporation with the Connecticut Secretary of State. This person is also known as your incorporator. Only companies formed from 2024 onward need to include company applicant information.

You can file the BOI Report online via FinCEN’s E-filing system or hire us to handle it for you for $9.

The deadline for your first BOI Report will depend on when you incorporated. If your company was formed…

  • Before 2024, you need to file by January 1, 2025.
  • In 2024, you must file within 90 days of incorporation.
  • In 2025 or later, file within 30 days of incorporation.

New corporations must provide information about each beneficial owner and their company applicant. (Corporations formed before 2024 don’t need to list company applicant information.) You’ll also need to provide some basic company information.

Beneficial owner and company applicant information: 

  • Full name
  • Date of birth
  • Residential or business street address
  • Personal identification document (such as a driver’s license or passport), including the ID number

Company information:

  • Legal business name
  • Any DBAs/trade names
  • Business street address
  • State of incorporation
  • Employer Identification Number (EIN)

Yes. Any time information that’s required on the BOI Report changes, (such as the chief officers, company name, or address) you’ll need to file an updated report within 30 days. You can file your updated report for free through FinCEN’s E-filing system.

No. Unlike the information on your Connecticut Certificate of Incorporation, your BOI Report won’t be publicly available. The only groups that will be able to access BOI Report information are US government agencies, law enforcement, and financial institutions (for customer verification purposes).

Yes, there are 23 classes of exemption from the BOI Report. The most common exemptions include:

  • Large operating companies
  • Most financial companies, such as banks and credit unions
  • Investment companies registered with the Securities and Exchange Commission (SEC)
  • Insurance companies registered with a state or federal agency
  • Public utilities companies registered with a state or federal agency
  • Tax-exempt entities

6. Write Corporate Bylaws

Bylaws are the internal rules you set for your business. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.

For more on Connecticut Corporate Bylaws (including a free Connecticut Corporate Bylaws template), see our Connecticut Corporate Bylaws resource.

Yes. CT Gen Stat § 33-640 notes that initial bylaws shall be adopted by the board of directors or incorporators. In most cases, bylaws will be adopted at the corporation’s first organizational meeting.

You don’t have to submit bylaws to the state though. Corporate bylaws are internal documents you keep with your other corporate records, such as meeting minutes and resolutions.

Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:

  • Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?

  • Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?

  • Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?

  • Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?

  • Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?

  • Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?

Connecticut bylaws can make other provisions as well, assuming additions are in accordance with state law. For example, CT Gen Stat § 33-642 says that Connecticut bylaws may indicate specific Connecticut courts that internal corporate claims must be brought to.

Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your Connecticut corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.

7. Hold an Organizational Meeting

An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.

Organizational meetings can be held prior to incorporation (and treated as though they’ve occurred after incorporation) as long as the meeting could realistically have occurred after incorporation.

8. Open a Corporate Bank Account

Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.

To open a corporate bank account in Connecticut, you’ll need to bring the following with you to the bank:

  • A copy of the Connecticut corporation’s Articles of Incorporation

  • The corporation’s bylaws

  • The corporation’s EIN

If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation. At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.

9. File Connecticut Reports & Taxes

In Connecticut, corporations file an annual report each year, as well as a one-time Organization and First Report. In addition, the state has business-specific taxes.

The report asks for much of the same information as your certificate, though it also asks for officer names and addresses. This is due within 90 days of the Certificate of Incorporation filing date, and costs $150. When you hire Northwest to form your Connecticut corporation for $625, we file the Organization and First Report for you along with your other formation documents.

The Connecticut Annual Report updates the state with current information about directors, officers and shares. You must also confirm your registered agent and office (but you can’t actually update this information here—that requires a $50 fee and a Change of Agent form).

The Connecticut Annual Report costs $150 for corporations.

The filing is due by your anniversary date each year. So, if your corporation was incorporated on October 23, your annual report will always be due by October 23. These filings can be easy to forget—which is why we send our clients automatic reminders. Or better yet, let us file for you. With our business renewal service, we can complete and submit your annual report for you for $100 plus the state fee.

Connecticut has a “Corporation Business Tax,” which only applies to C corporations. This tax is the greater of either your corporation’s net income base (taxed at 7.5%) or capital base (taxed at 0.31%). There is a minimum tax of $250. Also, if you’re really rolling in dough, note that corporations with $100 million or more in annual gross income also pay a 10% “surtax.”

S corporations are subject to Connecticut’s Pass Through Entity Tax of 6.99%. S corps used to be responsible for paying the state’s Business Entity Tax as well. However, the BET has been in sunset since 2019 and is no longer required.

Connecticut corporations must also pay an initial franchise tax. Unless your corporation has more than 20,000 shares, this tax is $150. The franchise tax is due at the same time that you file your Certificate of Incorporation.

The Connecticut general sales tax rate is 6.35%. Cities and counties don’t add on their own sales tax rates, so you’ll find 6.35% across the state.

Yes. You need to register if you pay corporate tax or collect sales tax, among other reasons. Register online with myconneCT.

Ready to Start a Corporation in Connecticut?