Everything You Need to Know About Connecticut Corporations:
Connecticut Incorporation Options
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How to Incorporate in Connecticut
To start a corporation in Connecticut, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file a Certificate of Incorporation with the Secretary of State. You can file this document online, by mail, or in person. (In-person service is restricted during COVID-19 pandemic.) Incorporation costs a minimum of $400. The certificate is $100, but there’s also an initial franchise tax ($150 minimum) and the Organization and First Report ($150). Once filed with the state, this document formally creates your Connecticut corporation.
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.
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 https://www.concord-sots.ct.gov/CONCORD/online?sn=InquiryServlet&eid=99 and search until you find the perfect name for your corporation.
Once you know who your registered agent will be and what your corporation name is, you’re ready to file your Connecticut Certificate of Incorporation. Follow along with our filing instructions below:
Filing the Connecticut 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.
Better yet, skip the form entirely and hire us to incorporate your Connecticut business. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private.
1. 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.
2. 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.
3. 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.”
4. 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.
5. 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.
6. 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.)
7. 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.
8. 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.
9. 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.)
10. Other Provisions
You can include additional (legally permitted) information. Provisions might include information about officers or directors.
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.
Why Have a Registered Agent Form Your CT Corporation?
Professionals in Connecticut hire registered agent services like Northwest Registered Agent for incorporation—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. We have an office in Glastonbury, CT. We’re on a first name basis with the people who work in the Business Services Division. We know all the fastest filing methods, which translates to fast, professional service—without extra fees.
As your registered agent, we list our Glastonbury registered office address on your corporation’s formation documents. Why? If you’re starting a business from your apartment in New Haven, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding and Business Address
We already accept your legal mail—so why not take it a step further? In every state, we include limited digital mail forwarding for your regular mail too (5 pieces of regular mail a year; $15 a doc after that). Plus, you can list our address as your business address. That means you can have all business mail routed through our office. With both mail forwarding and a business address included, you get a level of security unmatched in the formation industry.
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your corporation in Connecticut. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My Connecticut Corporation Is Formed?
After your Connecticut Certificate of Incorporation is approved, you still have a few more important steps to take, including getting an EIN, drafting bylaws, holding your first meeting, opening a bank account, and learning about state reporting and tax requirements.
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.
Why does my Connecticut corporation need an EIN?
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.
How do I get an EIN for my corporation?
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. Or choose our VIP service—an EIN is included.
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.
Do I need bylaws for my Connecticut corporation?
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.
What should bylaws include?
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.
How do I write bylaws?
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.
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.
Are there any special rules for Connecticut organizational meetings?
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.
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.
How do I open a bank account for my Connecticut corporation?
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.
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.
What is the Organization and First Report form?
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. Or, pay just $62 out the door with our monthly VIP service.
What is the Connecticut Annual Report?
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).
How much is the Connecticut Annual Report?
The Connecticut Annual Report costs $150 for corporations.
When is the Connecticut Annual Report due?
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.
What should I know about Connecticut corporate taxes?
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.
Do corporations have to register with the Connecticut Department Of Revenue?
Yes. You need to register if you pay corporate tax or collect sales tax, among other reasons. Register online with myconneCT.
Connecticut Corporation FAQs
How can I submit the Connecticut Certificate of Incorporation?
You can file Connecticut articles online, by mail, or in person. (In-person services are restricted during COVID-19 pandemic.) 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.
How much does it cost to start a Connecticut corporation?
The Connecticut Certificate of Incorporation costs $100 to file. However, the state’s initial franchise tax must be paid at the time of incorporation. This tax is a minimum of $150, and rises via a sliding scale if your corporation has more than 20,000 authorized shares. The state also has an Organization and First Report due within 90 days of filing—this costs $150. So, your initial minimum fees total $400.
Hire us for a one-time fee of $625, including the state filing fees and minimum franchise tax fee. Or, pay just $62 out the door with our VIP monthly payment option.
How long does it take to start a Connecticut corporation?
It generally takes about 3 days for your Connecticut corporation formation documents to process if filed online. Mailed documents typically take longer. Or, you can pay an extra $50 to have the documents filed within 24 hours.
If you hire Northwest to start your corporation, we file online and typically have your Connecticut corporation formed within 3 days.
Does a Connecticut corporation need a business license?
There is no statewide general business licensing requirement in Connecticut. However, licenses for your corporation may be required at the state level depending on your industry. For example, bakeries and personal training businesses need state-level licensing. Many cities have their own licensing requirements, too. In Hartford, for example, a license is required before you can open a secondhand shop.
For some license applications you may need an EIN or a certified copy of your Certificate of Incorporation. At Northwest, we can streamline the process and get these for you—simply add on these items during checkout.
What is a foreign Connecticut corporation?
A corporation formed outside of Connecticut—but which conducts business in the state—is considered a foreign Connecticut corporation. For example, if you incorporated in Rhode Island but decide to open a storefront in Connecticut, you would be a foreign Connecticut corporation. This also means you would need to register with the state by filing Foreign Registration Statement with the Connecticut Secretary of State. Foreign corporations are also required to file the Connecticut Annual Report each year, though the fee is significantly higher than it is for domestic corporations—a whopping $435.
Can Northwest help me form a nonprofit corporation?
Absolutely! We’re happy to start a nonprofit corporation for you. Note that incorporating a Connecticut nonprofit requires a different form. The filing fee is lower as well. Connecticut nonprofits do not file the state’s franchise tax but must file a $50 annual report each year.
How to Order Connecticut Incorporation Service
Our Connecticut incorporation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
We offer flexibility with two different options for payment. You can pay everything up front, which includes a full year of registered agent service. Or, pay just $62 out the door with our VIP monthly payment option. With our VIP option, we also include an EIN. Just choose one of the buttons below, answer a few easy questions about your business and submit your payment.
Next, we’ll prepare and submit your Connecticut Certificate of Incorporation to the Secretary of State, Business Services Division. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the Connecticut Secretary of State has approved your filing, we notify you that your Connecticut corporation has been legally formed. You can now move on to next steps, like holding your organizational meeting and opening a bank account.