Connecticut LLC Formation
A Connecticut LLC is a business entity that offers its owners strong personal liability protection and flexibility in how it can be taxed and managed. To form a Connecticut LLC, you will need to submit your Certificate of Organization to the Connecticut Secretary of State and pay the $120 filing fee. However, before you can submit this document, you’ll need to name your LLC and appoint a registered agent. Depending on how you file, the state of Connecticut can take between three days and three weeks to process your LLC filing once they receive it. We’ll take you through the steps necessary to form a Connecticut LLC.
Ready to Start an LLC in Connecticut?
Get Started
Name Your LLC
Designate a Registered Agent
Submit LLC Articles of Organization
Write an LLC Operating Agreement
Get an EIN
Open a Bank Account
Fund the LLC
File reports + taxes
1. Name Your Connecticut LLC
Chances are you already have an idea of what you want to name your LLC. But you first need to make sure your name complies with Connecticut’s rules for naming LLCs, which are listed in CT Gen Stat § 34-243k. To sum it up, your LLC’s name must:
• Include the words “limited liability company” or the abbreviation “LLC” or “L.L.C.”
• Not include words or abbreviations that make it sound like a different entity type, such as “incorporated,” “corp,” “limited partnership,” etc.
• Not be in use by any active business in Connecticut.
Already have a business name? Check to see if it’s available.
Can I reserve a business name in Connecticut?
Yes. If you’re not ready to formally start your LLC, you can reserve your business name for up to 120 days by submitting an Application of Reservation of Business Name with the Connecticut Secretary of State, along with the $60 filing fee.
What’s the difference between my LLC’s name and an assumed business name?
You will write your LLC’s official name on the Certificate of Organization. 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.
2. Designate a Registered Agent
Then, you’ll need to appoint a Connecticut registered agent. Your registered agent could be you, another person, or a registered agent service. This person or company will be in charge of accepting legal mail on behalf of your LLC. According to CT Gen Stat § 34-243n, all Connecticut LLCs must appoint a registered agent. You will put your registered agent’s name and address on the Certificate of Organization.
Learn why the pros use a registered agent service.
What does a registered agent do?
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.
Can you be your own registered agent in Connecticut?
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.
Can I change my registered agent after I start an LLC?
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 LLC Certificate of Organization
To officially start your LLC, you will need to fill out and submit your Certificate of Organization to the Connecticut Secretary of State’s office. You can submit this document online, by mail, or in person.
Note: All of the information on this form will become part of the public record.
You’ll need to include the following information on the Certificate:
- Filing party. Whoever fills out your Certificate of Organization.
- Filing party mailing address. Where they’ll mail confirmation that your documents have been processed.
- Company name. Needs to include “limited liability company” or an abbreviation.
- Principal address. Must be a physical street address.
- Mailing address. A P.O. Box is okay.
- Registered agent information. This is who will accept your legal mail. If your registered agent is an individual rather than a business, you’ll need to also list a physical address in Connecticut.
- Business email address. Check “none” if your business doesn’t have one.
- NAICS code. The number used to classify the type of business you’re starting. Go to the Census website and use the keyword search to find the classification that best fits your business.
- Organizer. The name and signature of whoever prepared your Certificate of Organization.
How can I keep my personal information off the public record?
The Connecticut Certificate of Organization is a public document—meaning the names and addresses you put on this form will be viewable online. Marketers are likely to get a hold of this information and send you junk mail.
To limit the amount of personal information you have to share with the world, it helps to hire a registered agent company that will put their name and address on state forms instead of yours wherever possible.
What’s the difference between a member-managed and manager-managed LLC?
If your LLC is member-managed, all of your LLC’s members will be involved in handling the daily operations of the LLC. If your LLC is manager-managed, your members will hire one or more managers to run the LLC. A member could manage a manager-managed LLC as long as they’re properly compensated. Whoever manages your LLC will have the power to hire and fire employees, sign contracts, and open a company bank account, among other things.
For help with deciding which management structure will work for you, see our page on LLC Member Vs Manager.
How do I file the Connecticut Certificate of Organization?
You can file your Certificate of Organization online, by mail, or in person.
By Mail:
Business Services Division
Connecticut Secretary of the State
P.O. Box 150470
Hartford, CT 06115-0470
In Person:
Business Services Division
Connecticut Secretary of the State
165 Capitol Avenue, Suite 1000
Hartford, CT 06106
4. Write an LLC Operating Agreement
Your operating agreement is the guide to how your LLC functions. It’s where you keep a record of what each member contributed and establish rules for how you will distribute profits and losses, settle disagreements, and even eventually dissolve the business, among other topics. An operating agreement is an internal document, so you won’t need to file it with the state. However, drafting an operating agreement for your LLC is absolutely crucial.
Check out our attorney-drafted Connecticut LLC Operating Agreement.
Does Connecticut require an LLC to have an operating agreement?
Connecticut has some rules for what an operating agreement may and may not include—see CT Gen Stat § 34-243d—but there is no law in Connecticut requiring LLCs to have an operating agreement. Even so, adopting an operating agreement is essential for maintaining your LLC’s limited liability and is almost always necessary to open a business bank account.
Since operating agreements are internal documents, you don’t need to file yours with the Secretary of State. But if your business doesn’t have one, it will be governed by Connecticut’s default laws for LLCs. And you probably don’t want the government telling you how to allocate voting rights or profits.
What should be included in an operating agreement?
Ideally, your operating agreement will cover all the major situations your LLC is likely to handle—everything from the voting process to dissolution. Here are some of the topics operating agreements typically include:
- initial investments
- profits, losses, and distributions
- voting rights, decision-making powers, and management
- transfer of membership interest
- dissolving the business
Connecticut law puts some limitations on what you can include in your operating agreement—you can’t change your LLC’s ability to be sued, for example. But for the most part, you can include any rule in your operating agreement as long as it’s within the law.
Does a single-member LLC need an operating agreement?
Yes. Even though a single-member LLC won’t need an operating agreement to settle internal disputes, it will need an operating agreement to open a bank account. And in the case of a lawsuit, a strong operating agreement could be crucial for maintaining your business’s limited liability status. It demonstrates that your LLC is a legitimate business with its own rules and procedures.
5. Get and EIN
An EIN (employer identification number) can be loosely described as a social security number for your business. The IRS will use your EIN to identify your business for tax purposes. It’s free to apply for an EIN from the IRS. The fastest way is to apply online, but if you don’t have a social security number, you’ll need to submit the paper form.
Do I need an EIN for my Connecticut LLC?
Yes. The legal answer is that you’re only required to have an EIN if your business has employees or is taxed as a corporation. But almost every bank requires an EIN to open a business bank account—a critical step to maintaining limited liability status. Also, having an EIN protects you from having to give out your social security number to strangers.
What To Do After Forming Your Connecticut LLC
6. Open a Bank Account
It’s important that your LLC has its own bank account. Why’s that? The reason LLCs enjoy limited liability is that they’re treated as a separate legal entity from their owners. If you mix personal and business money, a court might decide your LLC isn’t a separate entity, jeopardizing your limited liability protection.
You should bring the following with you when you open your business bank account:
- Connecticut LLC Certificate of Organization (a copy is fine)
- the LLC’s operating agreement
- the LLC’s EIN
- an LLC Resolution to Open a Bank Account (if your LLC has more than one member).
If your LLC has more than one member, use our free LLC Resolution to Open a Bank Account.
7. Fund the LLC
Once you have an EIN and a business bank account, it’s time to fund your LLC. All of your members should make an initial investment in the LLC to pay for their membership interest. This could mean each of your members writing a check to the LLC bank account, or (less commonly) members contributing property or services to the LLC. Be aware that contributions of property and services frequently trigger tax events.
What is LLC membership interest?
Membership interest is each member’s percentage of ownership in the company. Usually, the amount you invest is proportional to your amount of ownership. For example, if you invest $6,000, and four other people each invest $1,000, you would own 60% of the LLC, and the other four people would each own 10%. Membership interest often correlates with voting power.
8. File State Reports & Taxes
Connecticut LLCs are required to file an annual report every year. Filing your annual report ensures that the state has up-to-date contact information for your business, and that they know if your LLC has changed ownership. In Connecticut the filing fee for annual reports is $80.
Tired of paperwork? Let us file your Connecticut annual report for you.
When is the Connecticut Annual Report due?
In Connecticut, your annual report is due between January 1st and March 31st every year, starting the year after your business is formed. So if you start your LLC on March 1st, your annual report will be due March 31st of the following year.
How are Connecticut LLCs taxed?
By default, Connecticut LLCs are subject to “pass-through taxation.” This means that the business itself isn’t taxed. Instead, the LLC’s profits “pass through” the business to the owners, who must then report the profits as income on their personal tax returns. The profits are taxed at the federal self-employment tax rate (15.3%). LLCs can also elect to be taxed as an S-Corp or a C-Corp by filing the appropriate form with the IRS.
Learn more about S-Corp Vs LLC tax designation.
