Form a Connecticut LLC
Ready to start your limited liability company? Transform your organization into a legal business entity in three easy steps today with LegalZoom. As an LLC, you'll gain the ability to protect your personal assets from financial risk and enjoy the benefits of a corporation with fewer formalities. We'll help you choose how you want to organize your LLC and walk you through the whole process.
When you form your Connecticut LLC with LegalZoom, we prepare and file your articles of organization with the Connecticut Secretary of State. We also conduct a name search for your Connecticut LLC to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your Connecticut LLC begins its existence as a legal business entity.
LegalZoom LLC Overview
Registering an LLC Name: Choosing a business name is one of the first steps in the process of forming your Connecticut Limited Liability Company. The name that you choose:
Must contain, as the last words of the name, the words "Limited Liability Company" or the abbreviations "L.L.C." or "LLC". The word "Limited" may be abbreviated as "Ltd." and the word "Company" may be abbreviated as "Co."
Must be distinguishable from the name of any Connecticut LLC, limited partnership or corporation or foreign LLC, limited partnership, or corporation authorized to do business in the state or any name reserved or registered.
A domestic LLC may apply to use a name that not distinguishable (the same as, or deceptively similar to) to the name of an entity if the applicant files with the Secretary of the State a certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of such name in this state.
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your Connecticut LLC before filing to see which names are available.
How to Register: Once you have chosen an available name, LegalZoom can help you register your name with the state.
Articles of Organization: In any Connecticut LLC formation, the articles of organization must be filed with the Secretary of State. State law requires that certain information be included in your articles of organization of your Connecticut LLC. This information must include:
The company name
The principal office address of the limited liability company
Appointment of a registered agent for service of process and acceptance of that appointment
A statement as to whether the LLC is member or manager-managed and the name, title, business and residence address of one member or manager.
The nature of the business to be transacted or the purposes to be promoted or carried out. It is sufficient to state that the purpose of the LLC is to engage in any lawful act or activity.
Any other matters, not inconsistent with law, that the members elect to be set forthin an operating agreement of a LLC
Filing: Your LLC is considered organized once an original signed copy of the articles of organization is delivered to the Connecticut Secretary of State, and the articles are deemed to be compliance with state requirements. The articles must be executed by: (1) an organizer, if the LLC has not yet been formed, (2) a manager if the LLC is manager-managed, (3) a member, if member-managed, (4) a fiduciary, if the LLC is in the hands of a receiver, trustee, or other court appointed trustee, or (5) an attorney-in-fact. The person executing the document shall sign it and state beneath or opposite his signature his name and the capacity in which he signs.
One certified copy of the articles of organization will be issued, and the other certified copy will be returned to the organizer or members.
Additionally, the formation of a Connecticut LLC generally requires inclusion and/or consideration of the following:
Organizers: Any natural person or entity may form a LLC. They need not be members of the LLC.
Minimum Number of Organizers: One or more natural persons or entities.
Eligibility:An organizer may be an individual, a general partnership, a limited partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation or any other legal or commercial entity.
The organizer or organizers shall prepare a writing to be held with the records of the limited liability company, setting forth:
The name and residence address of each person who has become an initial member of the LLC
If the LLC is manager-managed, the name and residence address of each initial manager.
A record of the members and any managers
The organizers shall file a writing that lists the name and respective business and residence addresses of a manager or a member of the LLC, unless good cause (a showing that public disclosure of a residence may pose a personal security risk to such manager or member) is shown to provide a business address.
Operating Agreement: Although not required, LLC members may adopt an operating agreement for the company, which may also be amended and repealed as allowed by the agreement or applicable law. The articles of organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members.
Membership: A limited liability company must have one or more members. Requirements:
Minimum Number of Members: One or more.
Eligibility Requirements: A natural person or an entity
Procedure for Membership: The member may acquire an interest in the LLC directly from the limited liability company, upon compliance with the operating agreement or, if the operating agreement does not so provide in writing, upon the written consent of at least a majority in interest of the members.
Resignation of Membership: Certain prohibitions exist surrounding the ability of a member to resign from the company.
Unless the operating agreement prohibits the voluntary right of resignation, the member may do so at any time by giving thirty days' written notice to the other members, or such other notice as provided for in writing in the operating agreement.
If the withdrawal is a breach of the operating agreement, or the withdrawal occurs as a result of otherwise wrongful conduct of the member, the LLC may recover damages resulting from the breach, including the reasonable cost of obtaining replacement of the member's services and may offset the damages against the amount otherwise distributable to such member, in addition to pursuing any other remedies provided for in the operating agreement or available under applicable law.
Unless otherwise provided in the operating agreement, in the case of a limited liability company for a definite term or particular undertaking, a withdrawal by a member before the expiration of that term or the completion of that undertaking is a breach of the operating agreement.
Contribution:The contributions of a member to the limited liability company may be property, services rendered or a promissory note or other obligation to contribute cash or to perform services.
Registered Agent In Connecticut
LegalZoom can also provide your business with a registered agent in Connecticut. Every Connecticut LLC must have a registered agent in Connecticut-- the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit.
Eligibility Requirements: A registered agent in Connecticut may be: (1) a natural person who is a resident of Connecticut; (2) a Connecticut corporation or domestic limited liability company; or (3) any corporation or limited liability company not organized under the laws of Connecticut and which has procured a certificate of authority to transact business or conduct affairs in Connecticut
Registered Office: The registered office may be a place of its business.
Connecticut Secretary of State
Once a Connecticut LLC has been created, the Connecticut Secretary of State will require that certain ongoing duties and responsibilities be met. The most important of these are explained below. For further information, refer to the Connecticut Secretary of State office.
Annual Report: Each limited liability company shall file an annual report that lists:
The LLC name
The LLC's current principal office address
The name and respective business and residence addresses of a manager or a member of the LLC unless good cause (a showing that public disclosure of a residence may pose a personal security risk to such manager or member) is shown such that the only the business address is necessary.
Records:Each limited liability company shall keep following records open to inspection at its office:
A current and a past list, setting forth in alphabetical order the full name and last known mailing address of each member and manager, if any
A copy of the articles of organization and all amendments thereto, together with executed copies of any powers of attorney pursuant to which the articles of amendment have been executed
Copies of the LLC's federal, state and local income tax returns and financial statements for the three most recent years or, if such returns and statements were not prepared for any reason, copies of the information and statements provided to, or which should have been provided to, the members to enable them to prepare their federal, state and local tax returns for such period
Copies of any effective written operating agreements, and all amendments thereto, and copies of any written operating agreements no longer in effect
Other writings, if any, prepared pursuant to a requirement in an operating agreement
A writing or writings setting forth the amount of cash, if any, and a statement of the agreed value of other property or services contributed by each member and the times at which or events upon the happening of which additional contributions are to be made by each member, and any such writings on file shall constitute presumptive evidence as to the value of the member contributions described therein.
Acts Triggering Dissolution: Unless otherwise provided in the articles or a written operating agreement, a limited liability company is dissolved upon the happening of any one of the following events:
At a time or upon the happening of an event specified in the articles or operating agreement
Unless otherwise provided in writing in the articles of organization or operating agreement, upon the affirmative vote, approval or consent of at least a majority in interest of the members
Entry of judicial order
An LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, an LLC is not required to be a separate tax entity like a corporation;instead, it can be a "pass-through entity," so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
Federal Income Tax: Unless you elect to tax the limited liability company as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. Unless you elect to tax the limited Liability company as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Filings must be made with the Connecticut Secretary of State, along with the appropriate state filing fee. When appropriate, one check must accompany the document, payable to the Connecticut Secretary of the State, covering all charges for the Secretary of State.