How to Start a Business in Connecticut

When you start a business without filing registration with the state, you are automatically a sole proprietor (or a general partnership, if you began the business with one or more partners). In either one, there’s no legal separation between you and your business. This means that the owners are liable for any action against the company. So if the business is sued or goes bankrupt, you (and any partners) stand to lose your own assets like savings, real estate and other personal property.

To protect your assets, you can form a legally separate entity with its own liability. The most widespread limited liability business entities are LLCs and corporations.

Connecticut Limited Liability Company (LLC)

An LLC provides flexibility along with limited liability protection, making it a popular structure for small businesses. LLCs can be run by the members with ownership stakes in the company, or by a manager or managers hired by the members. LLCs are also flexible in their tax structure, with the option of either being taxed like a partnership or a corporation. Your company will need to register with the Secretary of State’s Business Services Division to start a Connecticut LLC.

Connecticut Corporation

A corporation is less versatile than an LLC, but strict structure and rules are exactly what make it attractive to investors and lenders. In a corporation, shareholders appoint a board, and the board then elects officers to run the business. That structure, along with thorough record-keeping for shareholder and investor accountability, gives corporations a leg up with cautious investors. To form a Connecticut corporation, you’ll need to register with the Secretary of State’s Business Services Division.

More goes into naming a business in Connecticut than you might expect.

Without a separate entity like an LLC or corporation, you’re stuck using your own first and last name for your business (George Smith) or getting a DBA for something more descriptive (like Georgie’s Handyman Service).

For an LLC or corporation, you’ll need a name for your company that conforms to Connecticut’s requirements. The name must:

• Be distinguishable from other businesses on record in Connecticut.
• Include a proper identifier, like “LLC” for a limited liability company or “Inc.” for a corporation—Connecticut also allows corporations to include comparable foreign words or abbreviations for these identifiers, such as “Societa per Azioni” or “S.p.A.”
• Not use misleading words like “charity,” “police,” or “doctor” if your business isn’t these things.

Find out if your desired name is available in Connecticut by using the Connecticut Business Records Search.

To officially start your business, you’ll need to file formation documents with the Connecticut Secretary of State.

• To form a Connecticut LLC, file a Connecticut Certificate of Organization.
• To start a Connecticut corporation, file a Connecticut Certificate of Incorporation.

You’ll need to list a Connecticut registered agent on either form who will handle your legal mail. Once the form is complete, send it on to the Connecticut Business Services Division. Forms can be submitted online, by mail, or in person.

Note: The information you provide on this form becomes part of the public record. What does that mean? The names and addresses on the document will be searchable online on the Connecticut Business Records database, where anyone can find it.

Connecticut corporations must file an Organization and First Report form within their first ninety days (LLCs, luckily, are exempt from that immediate requirement). This filing requires much of the same information as the Certificate of Incorporation, plus the names and addresses of your corporate directors and officers. The Organization and First Report carries a $150 fee. After that first report, you’ll have to file an annual report every year online via the Connecticut Business Services Division Online Filing System.

Annual report fees in Connecticut vary based on the type of business, as follows:

• LLCs: $80
• Corporations: $150
• Nonprofits: $50

Read more about how to file a Connecticut Annual Report.

So far in this guide, we’ve dealt with public forms that you’ve had to file with the Connecticut Business Services Division. Now, it’s time to organize your internal records. These are the documents your business will keep on record within your company.

Though these documents are internal, you’ll likely need to show them to third parties like the bank or—if you start a nonprofit—the IRS.

Here are the major internal documents you need to organize for LLCs and corporations:

Connecticut LLC Operating Agreement

This is your LLC’s rule book. It defines how your LLC will do things like make decisions, distribute money, manage operations, and appoint officers. Your operating agreement plans for every big picture scenario your LLC is likely (or unlikely) to face, including dissolution.

Drafting an operating agreement is hard, and the internet is full of shabby templates that have been copy and pasted from who knows where. So we had our attorneys draft a Connecticut LLC Operating Agreement that you can use as a solid foundation.

Connecticut Corporate Bylaws

Bylaws are the rules your corporation will adopt and follow internally. Bylaws detail how your corporation will appoint directors and officers, hold shareholder and board meetings, and handle emergencies, among other things. Unlike operating agreements, corporate bylaws are required by law in Connecticut (CT Gen Stat § 33-640).

As with operating agreements, you can find plenty of bylaws templates online. But bylaws are pretty serious, so you don’t want to just use the first template you come across. Our attorneys drafted a Connecticut Corporate Bylaws template you can use to get started.

Starting a nonprofit? Learn about Connecticut Nonprofit Bylaws.

Connecticut has no one-size-fits-all license applicable to every possible variety of business that exists in the state. However, that doesn’t mean business licenses are uncommon in Connecticut. Between the state-level sales and use tax permit, local and occupational licenses, and even in some cases federal licensing, virtually every kind of business in Connecticut will likely require at least one license.

Connecticut Sales and Use Tax Permit

The primary state-level permit that applies to most Connecticut businesses is a Sales and Use Tax Permit. Any business making taxable income from the sale or rental of goods or services must acquire a Sales and Use Tax Permit from the Department of Revenue Services while getting a Connecticut Tax Registration Number.

Professional Business Licenses

What do public accountants, tattoo technicians, home inspectors and podiatrists have in common? Under Connecticut Statute Title 20, those professions—along with many others that require specialized training or education to safely perform—require licensing or certification from either the Connecticut Department of Consumer Protection, Department of Public Health, or one of several occupation-specific examining boards. To legally practice these occupations, you must apply with the Connecticut board overseeing your industry.

Local Business Licenses

Depending on what kind of business you’re doing and where you’re doing it, you might need a city or a county business license. In Stamford, for example, all businesses must obtain a city license linked to a trade name in order to operate. In other cities, only certain businesses do—such as hotels or pawnbrokers in New Haven, or mobile vendors and laundromats in Hartford.

Learn more about How to Get a Business License.

The liability protection you get from forming an LLC or corporation is only as strong as the separation between you and your business. At a minimum, you’ll need to open a bank account for your business. And if you’re going to hire employees, you’ll need to tackle payroll, too.

Open a Business Bank Account

To keep your business spending separate from your personal spending, you’ll need to open a business bank account. If you don’t, a court could find that your business is not actually separate from you, the owner, under the Alter Ego Doctrine. Also known as piercing the corporate veil, this is the outcome when a judge finds that a company is not a separate entity but rather an alter ego of the owner. If this ever happens, you could lose your limited liability status.

Opening a business bank account as a sole proprietor is important, too. Though sole proprietors and general partnerships have no limited liability status to protect, both will benefit from organizing their business finances come tax season.

Set up Payroll

If your business will require you to hire employees or independent contractors, you’ll have to set up a payroll system. Payroll setup in Connecticut includes:

• getting an EIN
• registering for a Connecticut Tax Registration Number
• determining the rates you’ll need to contribute for unemployment insurance tax
• decide on whether to hire employees or independent contractors
• prepare the payroll forms you will give your employees
• choose a payroll service or software
• decide on a payroll schedule

Establishing your payroll system can be complex, but any worthwhile service or software will be able to withhold taxes, file returns for your company, and provide you with a mechanism to pay your employees, whether by direct deposit or with old-fashioned paper checks.

Forming an LLC or corporation protects your personal assets. But if anything disastrous befalls your business—like a lawsuit, burglary, flood, or fire—your business is on the hook to pay. Business insurance can help cover the costs.

Is business insurance mandatory? Connecticut requires workers’ compensation insurance in most cases, but whether or not your company needs other types of insurance ultimately comes down to whether you’re comfortable living with risk.

Here’s a breakdown of the most commonly purchased business insurance:

Workers’ Compensation Insurance

Workers’ compensation insurance is required by law in Connecticut if your business has at least one or more employees working a minimum of 26 hours a week. Any business that fails to provide that insurance can be fined $500 per employee, plus an extra $100 for every day the company is in violation. You can buy a workers’ compensation insurance plan through an insurance company.

Liability Insurance

This covers the costs of claims against your business for injuries or damages to the property of others, like clients or customers. This includes medical expenses, legal fees, settlements, and judgments. Whether or not you need it depends on whether your business is likely to be sued and how many assets your business needs to protect. If it’s just you and your computer in your basement, you might feel comfortable skipping liability insurance. Or maybe you won’t. Beyond general liability insurance, you can purchase or add on more specific types, like professional, cyber, commercial, home-based business, or product liability insurance.

Connecticut has fairly high taxes compared to some other states, though a number of different credits and exemptions exist to help mitigate the cost. Still, you should prepare for higher than average tax bills, especially if your company is taxed as a C-Corporation. Plus, your tax burden isn’t solely based on state rates; you’ll also likely have to consider federal and local taxes as well.

Federal Taxes

• LLCs. Single-member LLC? By default, you’re taxed similar to a sole proprietor. More than one LLC owner? You’re taxed as a general partnership. Either way, your default tax status is “pass-through,” which means you don’t pay corporate taxes. Instead, your LLC’s owners report profits and losses on their personal tax returns. Good news: because there’s no state income tax in Connecticut, you’ll only have to pay the 15.3% federal self-employment tax rate. An LLC can file paperwork with the IRS to be taxed as an S-Corp or C-Corp instead.
• Corporations. Corporations are taxed as C-Corps by default. This means that corporations pay the 21% federal corporate tax rate and the applicable Connecticut corporate tax rate.

To pay your federal taxes (and take a good deal of other steps required to start a business), you’ll need to get an Employer Identification Number (EIN). You can apply for one with the IRS or hire us to get one for you.

Connecticut Local Taxes

Technically, Connecticut does not have any additional city or county-level business taxes, which extends to sales tax as well, so you’ll find a rate of 6.35% statewide. However, while that may seem like a boon to businesses, it comes with a big downside. Without the means to collect revenue through local income or sales tax, local governments instead do so via property taxes. As a result, businesses that own real estate will likely have to shell out the cash come property tax time—and businesses that do not own real estate will have to pay more for a lease than they might otherwise, in order to offset an owner’s tax burden.

If you want Connecticuters to find your business, they have to be able to find you online. This means you’ll need a website, a business email account, and social media accounts. Don’t worry if you’re not especially tech-savvy—you don’t have to be a web developer or an influencer to establish a robust online presence. You’ll just need the following:

• Domain name. Your domain is the address where your website will live. You’ll want a domain name that is short, unique, local, and—most importantly—available. If your domain is trademarked, you could face legal trouble.
• Domain registrar. Once you’ve decided on a domain name, you’ll want to register it with a domain registrar. Some domains are more expensive than others. Some domain registrars also offer hosting and most will provide you with a business email that includes your domain name (“name@yourbusiness.com”).
• SSL certificate. An SSL certificate signals to your users that your website is secure. If your website will use forms—like a sign-up form or a “contact us” form—an SSL certificate is critical. But even if you don’t you use forms, you’ll still probably want one—it allows an encrypted connection, which means your users’ data is transported securely. There are several types of SSL certificates, and you can often get one through your domain registrar.
• Site design. The easiest option is to use a free website creation tool—there are a number of free options available. Most are easy even for a newcomer to use, with styles and built in templates. For a more custom design, you can hire a web designer to work on your website, but this will be much more expensive.

A trademark is a design, symbol, word, phrase—or any combination thereof—that represents a brand’s goods or services exclusively. Only some businesses register trademarks.

You can apply to register your trademark with the State of Connecticut or federally with the U.S. Patent and Trademark Office (USPTO). Registering your trademark in Connecticut is cheaper and easier than registering with the USPTO, but doing so only protects your trademark in Connecticut.

You can only register a trademark once you’ve started using it (so slap it on that website you just made), and not all applications are approved. Trademark law is complex, and the strength of a trademark application (and the trademark itself) depends on many factors.

Our attorneys can review your application, offer advice, and prepare and submit the application for you—Check out our Trademark Service.