Starting a profit is a highly involved process, but at the end you’ll have a tax-exempt organization that can focus on the mission that inspired its foundation. To start your Connecticut nonprofit, you’ll need to navigate several steps, in order, with multiple state and federal agencies. Read on to learn what to expect, and when to get help with your formation.
Nonprofit corporation vs. 501(c)(3)
Incorporating as a nonprofit does not make your organization tax-exempt. These are two separate and distinct legal statuses, issued by two different government bodies.
What "nonprofit corporation" means under Connecticut law
A Connecticut nonprofit corporation is formed without capital stock or shares. This means no owners, no equity, and no profit distributions. Once the Secretary of the State accepts your certificate of incorporation, your organization legally exists as a recognized entity in Connecticut, but only as a matter of state corporate law. Incorporation does nothing about your federal tax obligations or your eligibility to receive tax-deductible donations.
What 501(c)(3) status means
501(c)(3) status is a federal tax designation granted by the IRS. It means the IRS formally recognizes your organization as exempt from federal income tax and that donors can deduct contributions on their federal tax returns. Without this status, your organization cannot accept tax-deductible donations, is generally ineligible for most foundation grants, and misses significant postal and purchasing discounts available to recognized exempt organizations.
How to form a nonprofit in Connecticut: Step by Step
Step 1: Choose a name for your Connecticut nonprofit
You must choose a unique name that meets Connecticut naming requirements, or your formation paperwork will be rejected.
- The name must be distinguishable. Your nonprofit's name must be distinguishable from all entities already on record with the Connecticut Secretary of the State. A name that is merely similar to an existing entity may still be rejected.
- The name must include a corporate designator. Connecticut requires that your name must include "corporation," "incorporated," or "company," or an abbreviation such as "corp.," "inc.," or "co."
- The name must not misrepresent the organization's purpose. You cannot purposely mislead the reason your organization exists.
Check business names for free using our tool below.
Free Connecticut Business Name Check
Starting a business? Use our free name check tool to check your business name against the Connecticut Secretary of the State records.
By clicking "Check Availability," I agree to LegalZoom's Terms of Use. This search is a preliminary check of state databases and does not include variations or trademarks. Results do not guarantee name availability or compliance with legal requirements.
If your name is available but you’re not quite ready to file, Connecticut lets you reserve the name by submitting an application for reservation of name with a $60 fee. Reservations last 120 days. You also have the option to file a DBA if you wish to change your business’ public-facing name or drop your corporate designator.
Step 2: Appoint incorporators, directors, and a registered agent
Before filing with the Connecticut Secretary of the State, you need to identify three distinct roles. Each carries its own legal requirements.
- Incorporator: The individual or entity who signs and submits the certificate of incorporation. Connecticut does not require the incorporator to be a state resident, and a single incorporator is sufficient. Once the filing is accepted, the incorporator's role ends. Most founders simply serve as their own incorporator and move directly into their role as a director.
- Board of directors: The board sets policy, approves the budget, oversees finances, and bears legal responsibility for the organization's compliance with Connecticut law and IRS requirements. There needs to be at least three directors, and they don’t need to be Connecticut residents or members of the corporation unless the certificate or bylaws require it. The IRS prefers three directors who are not all related to each other and who bring relevant experience, ideally financial, legal, community, or programmatic experience.
- Registered agent: The person or entity designated to receive legal documents on the organization's behalf, with a physical Connecticut street address. P.O. boxes are not adequate for a registered agent. You can serve as your own registered agent, though your business entity may not serve as its own. If you serve personally, your name and address appear in public state records and must remain current for as long as the organization exists.
Step 3: File the Connecticut certificate of incorporation
File the certificate of incorporation for a nonstock corporation with the Connecticut Secretary of the State. This document legally creates your organization under state law and is your first opportunity to lay the groundwork for federal 501(c)(3) approval. Be prepared to provide the following information:
- Corporate name. List your organization's legal name, with the required designator, exactly as cleared in your name search.
- Membership statement. Identify whether the corporation will have members and, if so, describe the classes and qualifications. Many small nonprofits choose to operate without formal voting members, with governance resting entirely with the board.
- Purpose clause. Connecticut allows a broad statement permitting any lawful activity, but the IRS requires language limiting your purposes to recognized exempt categories: charitable, educational, religious, scientific, or literary purposes, among others. A generic "any lawful purpose" clause satisfies state law but will not satisfy the IRS. Write the clause broadly enough to cover your full range of activities, but narrowly enough to confirm you operate exclusively for exempt purposes.
- Non-distribution constraint. The certificate must state that the corporation will not issue stock or make distributions to its members, directors, or officers. This distinguishes a nonprofit from a for-profit business and is a prerequisite for 501(c)(3) eligibility.
- Dissolution clause. This stipulates that if the organization shuts down, remaining assets will be distributed to another tax-exempt organization or a government entity for a public purpose. The IRS specifically looks for this language before granting 501(c)(3) status. Without it, your application will likely be rejected or trigger a request for additional information.
- Registered agent details. List your registered agent's name and Connecticut street address, as identified above. The agent must sign accepting the appointment.
- Incorporator information. Each incorporator must sign the document and include their mailing address.
- Email address. Connecticut requires an email address for annual report reminders. The certificate of incorporation is a public document, so use an organizational email address rather than a personal one.
You can submit the certificate of incorporation for a nonstock corporation online through the CONCORD business portal or mail the paper form to the Business Services Division in Hartford. The filing fee is $50. Online filings are typically processed within a few business days, and the Secretary of the State emphasizes that online is the preferred filing method.
If you file by mail or in-person, there is no expedited filing option, and you must pay by check made out to “The Secretary of the State”. You can download the articles form and deliver by one of the following methods:
Mailing address:
Business Services Division
Connecticut Secretary of the State
P.O. Box 150470
Hartford, CT 06115-0470
Hand delivery address:
Business Services Division
Connecticut Secretary of the State
165 Capitol Avenue, Suite 1000
Hartford, CT 06106
After acceptance, you will receive a file-stamped copy of the certificate of incorporation. Make sure to keep it since you will need it for your employer identification number (EIN) application, 501(c)(3) application, and for opening a bank account.
Step 4: Draft nonprofit bylaws
Bylaws are the internal rulebook that tells your board how to run the organization. Connecticut does not require bylaws to be filed with the state, but creating them is required by state law.
The IRS will require a copy of bylaws when you file the standard Form 1023. Bylaws that conflict with 501(c)(3) requirements or leave critical governance questions unanswered will invite IRS scrutiny and delay approval.
Your nonprofit bylaws need to include the following information:
- Board composition and size. State the number of directors, or include a range (e.g., "no fewer than three and no more than fifteen") if you want flexibility as the organization grows.
- Officer titles and duties. A corporation must have the officers described in the bylaws. At minimum, designate a President (or Chair), Secretary, and Treasurer. Define each officer's responsibilities, how they are elected, and how they can be removed.
- Meeting frequency and notice requirements. At minimum, Connecticut requires an annual meeting. State how much advance notice directors must receive before any board meeting.
- Quorum and voting procedures. A quorum is usually a majority of directors unless stated otherwise. Be explicit about vote thresholds for ordinary resolutions versus major decisions like amending the bylaws or approving large expenditures.
- Conflict-of-interest policy. Connecticut's Nonstock Corporation Act addresses directors' conflicting interest transactions, and the IRS specifically looks for evidence of a conflict-of-interest policy when reviewing a 501(c)(3) application.
- Amendment procedures. Formally establish who can amend the bylaws and by what vote. If your organization does not have voting members, then the board holds amendment authority.
- Fiscal year. Your fiscal year appears on every annual tax filing, so choose deliberately.
- Indemnification provisions. Connecticut law allows a nonprofit to indemnify directors, officers, employees, and agents to the maximum extent permitted by law. An indemnification clause protects board members from personal liability for good-faith decisions and makes it easier to recruit qualified directors.
Bylaws are not a public record in Connecticut and are not filed with the Secretary of the State, so you can make them as detailed and specific as your organization's structure requires.
Step 5: Hold an organizational meeting
Once you draft the bylaws, your initial board holds the organizational meeting, which is the first official gathering after incorporation. A practical to-do list for your meeting should include the following:
- Adopt the bylaws.
- Elect officers.
- Adopt the conflict-of-interest policy.
- Authorize the EIN application.
- Authorize opening a bank account.
- Set the fiscal year.
- Approve any other initial resolutions, such as authorizing the 501(c)(3) application or engaging an accountant.
Keep meticulous minutes of this meeting, as the IRS reviews governance when evaluating your 501(c)(3) application, and Form 990 directly asks whether the board documents its meetings and actions. Store your adopted bylaws, signed conflict-of-interest policies, and organizational meeting minutes together in a corporate records binder. You will likely need to reference it repeatedly throughout the formation process and beyond.
Step 6: Obtain an EIN for your Connecticut nonprofit
An EIN is the nine-digit number the IRS assigns to your organization for tax filing and reporting purposes. Every tax-exempt organization needs an EIN—banks will require one before opening an account in an organization's name, and the IRS will not accept Form 1023 or Form 1023-EZ without an EIN already in place.
Use Form SS-4. The IRS online application is free and returns your new EIN immediately, which means you can have it in hand the same day your organizational meeting concludes. You can also request an EIN by fax, which typically takes four business days to process. You can also request an EIN by mail, which can take up to five weeks to process.
When completing Form SS-4, check the "other nonprofit organization" box and specify the purpose. Identify your organization correctly to help ensure proper categorization in IRS systems and make the subsequent 501(c)(3) application run more smoothly.
Record your EIN carefully and keep the confirmation document with your corporate records binder. You will use it on your Form 1023 or 1023-EZ, on every annual federal filing, and any time you open financial accounts or apply for grants.
Step 7: Apply for federal 501(c)(3) tax-exempt status
With your EIN in hand, complete and submit either Form 1023 or Form 1023-EZ electronically through Pay.gov along with the correct user fee. What the IRS returns upon approval is a determination letter, which is the official document confirming your organization is recognized as exempt from federal income tax under Section 501(c)(3). Keep it safe. You will need it to apply for Connecticut state tax exemption and to satisfy many grant funders.
The form you will file is not your choice. Use this table to determine which fits your nonprofit.
| Form 1023-EZ | Form 1023 (Standard) | |
|---|---|---|
| Projected gross receipts | $50,000 or less per year for each of the next 3 years | Any amount |
| Total assets | $250,000 or less | Any amount |
| Ineligible types | Churches, schools, hospitals, supporting organizations, private operating foundations | N/A |
| IRS user fee | $275 | $600 |
| Attachments required | No—attestation-based | Yes, include governing documents, narratives, financial data |
| Typical processing time | 2–4 weeks | 3–6+ months |
Before filing Form 1023-EZ, complete the eligibility worksheet at the end of the instructions. A single "yes" response means you must use Form 1023 instead.
Note: Organizations that expect significant foundation grants, or whose budget will clearly exceed $50,000 within a year or two, may be better served by Form 1023 even if they technically qualify for the streamlined version. The standard determination letter carries more weight with some institutional funders, and deeper IRS scrutiny upfront can prevent compliance problems later.
The IRS evaluates whether your organization is both organized and operated exclusively for one or more exempt purposes. For the full Form 1023, the examiner reviews your purpose clause, dissolution clause, bylaws, planned activities, board composition, and projected financial data.
For Form 1023-EZ, you do not submit governing documents, but you attest under penalty of perjury that they contain all required provisions. An inaccurate attestation can result in revocation of your exemption after you have already accepted donations.
The IRS publishes current processing times on its website. Make sure to factor this into any fundraising plans, grant applications, or program launch dates that depend on having your determination letter in hand.
Step 8: Apply for Connecticut state tax exemption
Your IRS determination letter does not automatically exempt your Connecticut nonprofit from state taxes. You will need to submit a separate application to the Connecticut Department of Revenue Services (DRS).
Connecticut nonprofits typically seek two exemptions.
- Corporation business tax exemption: Submit Form REG-19 (Application for Exemption from Corporation Business Tax).
- Sales and use tax exemption: Submit Form CERT-119 (Certificate of Exemption for an Exempt Qualifying Nonprofit Organization).
Both forms are available on the Connecticut DRS website. Both require a copy of your IRS determination letter.
Once the DRS approves your sales and use tax exemption, you receive an exemption permit number. Provide it to vendors when making qualifying purchases. Also, make sure to keep a copy of your exemption documentation on file.
Property tax exemption is handled at the municipal level and varies by town. If your organization owns or leases property and believes it may qualify for a property tax exemption, contact your local assessor's office directly.
Step 9: Register for charitable solicitation in Connecticut
Before your Connecticut nonprofit solicits a single donation, including online donations from Connecticut residents, it must register with the Connecticut Department of Consumer Protection (DCP) under the Connecticut Solicitation of Charitable Funds Act. This registration is entirely separate from your Secretary of the State incorporation filing and your IRS 501(c)(3) application.
It is not a formality. Operating without this registration exposes your organization to enforcement action by the DCP, and you must complete it before you launch any fundraising.
Ongoing compliance for Connecticut nonprofits
Officially forming your nonprofit corporation is a great and important first step, but it’s not the end of your responsibilities.
Every business in the state must file an annual report each year, and the first—the organization and first report—must be filed within 90 days of formation. It requires information about your nonprofit, including addresses, officers, and directors of the corporation. The filing fee is $50, and you’ll need to do it every year following.
Additionally, you’ll need to renew your charitable solicitation registration with the Department of Consumer Protection each year. It’s the same process you completed when registering the first time, and it can be filed online.
IRS Form 990 filing
This is another annual requirement, this time with the IRS. The form you file depends on your organization's gross receipts.
- Form 990-N (e-Postcard): For annual gross receipts normally $50,000 or less
- Form 990-EZ: For gross receipts between $50,001 and $200,000 and total assets under $500,000
- Form 990 (standard): For gross receipts of $200,000 or more, or total assets of $500,000 or more at year end
The return is due the 15th day of the fifth month after your fiscal year ends, which means May 15 for calendar-year organizations. A six-month extension is available by filing Form 8868 before the due date.
Organizations that fail to file for three consecutive years automatically lose their tax-exempt status, which means losing your federal income tax exemption, donor tax-deductibility, and likely grant eligibility, which all require a separate IRS reinstatement application and fee to fix. This is why you should file every year, even when your organization is engaged in minimal activity.
How LegalZoom can help
LegalZoom's nonprofit formation services can help founders prepare and file articles of incorporation, obtain an EIN, and work through the 501(c)(3) application process, reducing the risk of errors that delay IRS approval.
Connecticut nonprofit FAQs
Can you pay yourself if you run a nonprofit?
Yes. Founders and executives can receive reasonable compensation for services rendered. The IRS requires that compensation be "reasonable and not excessive," and the board, not the compensated individual, must approve salary decisions. Document all compensation approvals in board meeting minutes.
How do you start a nonprofit in Connecticut with no money?
It’s impossible to start a nonprofit for $0. You can reduce required costs by self-filing all documents, designating a director as your registered agent, and applying for your EIN directly through IRS.gov at no charge. Some grants target nonprofit startups, though those are rare and competitive. Some early-stage organizations use fiscal sponsorship arrangements to fund formation costs before they are fully established.
What records must a Connecticut nonprofit keep after formation?
Connecticut nonprofits should maintain articles of incorporation, bylaws, board meeting minutes, officer and director records, financial statements, IRS determination letter, Form 990 filings, and other registration documents. Best practice is to retain governance documents permanently and financial records for at least seven years.
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