Find out how to form a corporation in Connecticut, including information about the forms you’ll need, how much it costs, and more.
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updated November 29, 2023 · 4min read
A corporation offers liability protection to its owners, which helps shield most of the owners’ assets from the corporation’s financial obligations, debts, and responsibilities. This is because a corporation is an entity that is separate from its owners, and only the corporation’s assets can be used to pay its debts and obligations. There may also be tax benefits to having a corporation.
To form a Connecticut corporation, you will need to file a certificate of incorporation with the Secretary of State and pay a filing fee. Your corporation officially exists as soon as the certificate is filed. The certificate of incorporation may contain many provisions, but it must include the following:
In regards to the stock structure, the certificate of incorporation must state the total number of shares the corporation is authorized to issue. Stock can be divided into different classes or series, and used for different purposes, for example, some sorts of stock may offer voting rights in the company while others do not.
If there is more than one class or series of shares, the certificate must state the number of shares in each class or series and provide a designation for each class or series. Before shares are issued in a class or series, the certificate must also state the terms, including the preferences, rights, and limitations of that class or series.
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Before filing a certificate of incorporation, you should research the availability of your proposed business name, which can be done by conducting a search on the Secretary of State’s website. You can reserve a name for your corporation for 120 days by filing an application with the Secretary of State.
When choosing a name for your corporation, it must adhere to the following criteria:
An incorporator is responsible for delivering the certificate of incorporation to the Secretary of State for filing. Incorporators’ names and addresses must be listed in the certificate of incorporation. When specifying incorporators, you must adhere to the following requirements:
If initial directors are not named in the certificate of incorporation, the incorporators must hold an organizational meeting to elect directors. They may also adopt bylaws and appoint officers. Once the organizational meeting is concluded, the incorporators have no other duties.
Corporate directors are responsible for establishing corporate policies and procedures and overseeing the management of the corporation. Directors must always place the interests of the corporation and its shareholders above their own personal interests.
A corporation may have one or more directors. The number of directors should be stated in either the articles of incorporation or the bylaws. Connecticut does not have any restrictions on who can serve as a director, but your corporation’s bylaws can contain eligibility requirements for directors.
A corporation must appoint a registered agent to receive legal processes addressed to the corporation, such as a lawsuit or legal documents. When specifying a registered agent, you must adhere to the following requirements:
Connecticut law does not require you to specify a corporate purpose in your certificate of incorporation.
A corporation’s bylaws specify its internal rules and procedures. Bylaws are not filed with the Secretary of State but are kept at the corporation’s principal place of business. Connecticut does not specify any particular content for the bylaws, but bylaws typically include such provisions as the number of officers and directors, the manner in which voting is conducted and the way meetings are to be held.
While Connecticut does not specify the content of corporation bylaws, it does maintain the following requirements:
The Connecticut Secretary of State requires a fee when filing a certificate of incorporation or reserving a corporation name. Corporations are also required to pay state and federal income taxes.
Ready to start a corporation in Connecticut? LegalZoom provides Connecticut corporation formation and filing services, including providing a registered agent in Connecticut.
by Jane Haskins, Esq.
Jane Haskins is a freelance writer who practiced law for 20 years. Jane has litigated a wide variety of business disp...
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