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Home | Business & Tax | Incorporation | Connecticut Incorporation


Form a Connecticut Corporation



Ready to incorporate? Transform your organization into a legal business entity in three easy steps today with LegalZoom. Once you incorporate, you'll gain the ability to protect your personal assets from financial risk and to shrink your personal tax bill. We'll help you choose what type of corporation you want to become and walk you through the whole process. LegalZoom has helped thousands of businesses incorporate online so you can feel confident using the best resource on the web.



When incorporating in Connecticut with LegalZoom, we not only file your articles of incorporation with the Connecticut Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your Connecticut corporation.

Connecticut Incorporation Information

Incorporating in Connecticut

Corporate Name:

The name that you choose for your Connecticut corporation must be distinguishable from any other registered or authorized Connecticut business entity and any reserved names on record, subject to certain exceptions under state law.

LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check before filing to see which names are available.

In addition, the name must contain one of (or an abbreviation of) the following endings or words of similar import in another language:
  • "Incorporated"
  • "Corporation"
  • "Limited"
  • "Company"
  • "Societa per Azioni"
Connecticut state law restricts the use of certain words and phrases in business names. When you form your Connecticut corporation with LegalZoom, your business name choices are reviewed for compliance with applicable state laws.

Certificate of Incorporation:

To form a Connecticut corporation, a certificate of incorporation must be filed with the Connecticut Secretary of State. Connecticut law requires that certain information be included in your certificate of incorporation. The following is a summary of those requirements:

Incorporators:
  • Minimum Number of Incorporators: One or more persons.
  • Eligibility Requirements: An incorporator who is a natural person must be at least eighteen years old.
  • Duties: Delivering a certificate to the secretary of state for filing. Incorporators may adopt initial bylaws if not already done so by the board of directors.
Corporate Purpose:

Connecticut allows a corporation to be formed for any lawful business activity, except that of a bank and trust company, savings bank or savings and loan association The actual purpose is not required to be listed in the certificate.

Director Information:
  • Minimum Number of Directors: One or more individuals.
  • Eligibility Requirements –The certificate of incorporation or bylaws may prescribe qualifications for directors.
  • Listing Requirements: Directors are not required to be listed in the certificate.

    Stock Information:
  • The number of shares that the corporation is authorized to issue must be listed on the certificate.
Optional Provisions:

Connecticut permits optional provisions to be integrated into the certificate of incorporation for corporations that wish to formalize additional criteria, including:
  • Names and addresses of initial directors
  • Corporate Purpose
  • Regulations on the powers of the corporation, board of directors or shareholders
  • Shareholder liability for corporate debts under certain circumstances
  • Other provisions.
Bylaws

Bylaws govern a Connecticut corporation's business and affairs. A corporation maintains its bylaws at its principal executive office and is not required to file them with the government. The board of directors of a corporation may adopt, amend or repeal bylaws, unless the articles reserve this right for the shareholders. Officers may either be listed in the bylaws or elected by the board in compliance with the bylaws.

Professional Corporations:

According to the Connecticut Secretary of State, a professional corporation is formed in order to render services within a single, state-licensed profession. Professional corporations may not engage in any other business, and must comply with particular conventions in its choice of corporate name.

Annual Report:

Each Connecticut corporation must file a report with the Connecticut Secretary of State. The report must be filed annually or biennially, depending on the schedule set by the secretary, and the first report must be filed within 30 days after its organizational meeting. This report must include the corporation's name, principal office and names and addresses of the corporation's directors and officers.

Other Reports:

A corporation must send its most recent annual report and most recent published report, if so requested by a shareholder.

Income Tax Rate:

For information on the Connecticut state income tax rate, visit: http://www.ct.gov/drs/site/default.asp

S Corporations:

S corporation status is recognized by the Connecticut Secretary of State.