How to Form a Connecticut Corporation

Step 5: Obtain an employer identification number (EIN) and open a business bank account

In order for your corporation to file taxes each year and hire employees, you'll need to obtain an EIN. This number acts as your federal tax ID number and allows the IRS to identify your company for tax purposes.

You can apply for an EIN directly through the IRS website, or LegalZoom can handle the process for you. 

It’s also highly important to open a business bank account to maintain your limited liability status and protect your personal assets. A separate business bank account will also help ensure your business keeps proper financial records.

Here’s what you’ll need for a business:

• Certificate of incorporation
• EIN
• Corporate bylaws
• Board resolution authorizing account opening
• Identification for authorized signers

Step 6: Hold an organizational meeting and adopt bylaws

Once you’ve officially registered your corporation, it’s time to establish the internal framework of your organization. Start by holding a meeting to accomplish these things:

• Elect directors (if you haven’t already)
• Adopt bylaws
• Appoint officers
• Authorize the issuance of stock
• Adopt corporate resolutions

Connecticut law requires either the directors or incorporators to adopt bylaws according to the following rules: 

• Bylaws can include any provision as long as it isn’t illegal.
• Shareholders can’t limit the authority of the board of directors to reasonably amend or repeal any part of the bylaws.
• Bylaws may include rules and procedures for “corporate proxies” (a document or person that a shareholder authorizes to vote on their behalf if they can’t attend a meeting).

Common bylaw provisions:

• Number and duties of officers and directors
• Procedures for conducting meetings
• Voting procedures for shareholders and directors
• Process for electing new directors and officers
• Stock transfer restrictions
• Amendment procedures

LegalZoom offers a service that can help you write your bylaws and resolutions. 

Step 7: Issue stock and maintain records

Connecticut law states that directors can issue stock in exchange for “any tangible or intangible property.” This includes cash, property, services, or other corporate securities, such as bonds. Some companies also choose to give out stock certificates that demonstrate ownership. If you do this, include the following information: 

• The corporation’s name 
• The name of the person receiving the stock
• The number and class of shares 
• Any designations, rights, preferences and/or limitations that apply to each share class
• The signatures of two officers or the board of directors

Keep in mind that stocks generally fall under the category of securities according to state and federal securities laws. It’s wise to read up on Connecticut’s securities laws and/or consult an attorney to ensure you’re meeting the requirements. 

Another important requirement is to keep thorough records. For example, Connecticut corporations need to maintain these documents at their principal office:

• Articles of incorporation and all amendments
• Bylaws and all amendments
• Board of directors' meeting minutes and resolutions
• Shareholders' meeting minutes for the past three years
• Stock ledger and transfer records
• List of the names and business addresses of current directors and officers
• Annual reports

Step 8: File an Organization and First Report

Don’t skip this step! All corporations need to file an Organization and First Report within 90 days of submitting their certificate of incorporation. Here’s what to include:

• Name of the corporation
• Date of your first organizational meeting
• NAICS code
• Principal office address
• Mailing address (if it’s not your principal office address)
• Officer’s names, titles, and addresses
• Director’s names and addresses
• Registered agent information (if it’s changed)
• Corporate email
• Signature of an officer or director

The filing fee for this report is $150, unless your business is a nonprofit corporation. In this case, the fee is $50. You can also file this report online or by mail in the same way that you filed your certificate of incorporation. 

Connecticut annual report and ongoing compliance

You’ve officially started a Connecticut corporation! But, it doesn’t end there. There are a few other filings you need to keep up with to maintain good standing in Connecticut. 

Connecticut annual report due date and fee

Connecticut corporations need to file an annual report with the Secretary of State to maintain good standing. This report is due by the last day of the month in which you formed your corporation. So, if you filed your certificate of incorporation on January 11, you need to file your annual report by January 31. The filing fee is $150 for domestic corporations.

State business taxes

Here are some of the business taxes Connecticut corporations need to be aware of. 

Connecticut corporate income tax

• Tax Rate: 7.5% 
• Filing Deadline: 15th day of the month after tax year end (May 15 for calendar year corporations)
• Where to file: File online through myconneCT

Sales and use tax

• Tax Rate: Generally 6.35%, although it depends on what you’re selling  
• Filing Deadline: The last day of the month following the end of the filing period
• Where to file: File online through myconneCT

Withholding tax is for corporations that will hire employees. Register with the Department of Revenue Services (DRS) and report withholdings through myconneCT. 

Unemployment insurance tax is also mandatory for Connecticut employers. You can register for this tax by making an account with the Connecticut Department of Labor. 

Federal business taxes

In addition to Connecticut taxes, there are a number of federal tax obligations for corporations that your business will need to stay on top of. Your main obligations will be federal corporate income tax and employment taxes. A CPA can help you understand your tax liability.

Start your Connecticut corporation with LegalZoom

There's a reason more than 4 million businesses have chosen LegalZoom to help them get off the ground. Our incorporation services offer a fast, easy, and affordable way to form your Connecticut corporation.

Here are some of the perks:

• Streamlined process. LegalZoom combines technology and expertise to take the guesswork (and paperwork) out of business formation. Our online process can help you file your certificate of incorporation in minutes.
• Expert support. All of our corporation formation packages include consultations with a LegalZoom small business specialist and a tax specialist from 1-800Accountant.
• A full suite of services. Beyond just incorporation services, LegalZoom can handle an array of business filings. We also provide year-round compliance management, bookkeeping tools, dedicated business attorneys, registered agent services, and trademark registration.

FAQs

How long does it take to incorporate in Connecticut?

It generally takes around 7 to 10 business days for Connecticut to process your certificate of incorporation. 

What is the filing fee to incorporate in Connecticut?

That depends on the type of corporation you register.

• Domestic stock corporation: $250
• Foreign stock corporation: $385
• Domestic nonstock corporation: $50
• Foreign nonstock corporation: $40

Do I need a registered agent in Connecticut?

Yes, every Connecticut corporation must have a registered agent with a physical street address in the state. 

Can I form an S corporation in Connecticut?

Yes, you can elect S corporation tax status for your Connecticut corporation. File Form 2553 with the IRS within 2 months and 15 days of the tax year that you want S corp status to take effect. 

How do I check if a corporate name is available?

Conduct a business entity search through Connecticut’s state website. 

Can I be my own registered agent?

Yes, you can be your corporation’s registered agent if you meet state requirements, such as being a resident. However, a corporation can’t be its own registered agent. 

What's the difference between Certificate of Incorporation and Articles of Incorporation?

There’s no difference. Connecticut uses the term "certificate of incorporation" for the document that forms your corporation. Some states call this document "articles of incorporation," but they serve the same legal purpose.

Do I need an attorney to incorporate in Connecticut?

No, Connecticut law doesn't require an attorney to form a corporation. However, many states recommend that you consult an attorney before filing to determine which business structure is right for you and how to file in a way that meets state requirements.

Jane Haskins, Esq. contributed to this article.