How to Incorporate in Connecticut

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If you’re looking to incorporate in Connecticut, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.

Paperwork Cost Time
  • Form CIS-1-1.0: Certificate of Incorporation for a Stock Corporation
  • Initial report
  • Bylaws
  • IRS Form SS-4: Obtain an EIN
  • Form 2553: S-Corp Election, if desired
  • Form CR-0100: Colorado Sales Tax Withholding Account Application, if required
  • Form REG-1: Business Tax Registration Application
  • Incorporation: $250 for up to 20,000 authorized shares (see fee schedule for more shares) + optional $50 expedite fee
  • Initial report: $150
  • Incorporation: ~3-5 business days. ~24 hours for $50 expedite fee.
  1. Choose a corporate structure

    Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in Connecticut".

    Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in Connecticut".

    C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).

  2. Check Name Availability

    The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.

    Name Search:
    Name Reservation: Optional
    Suffix Requirements:

    Shall contain the word “corporation”, “incorporated”, “company”, “Societa per Azioni” or “limited”, or the abbreviation “corp.”, “inc.”, “co.”, “S.p.A.” or “ltd.”, or words or abbreviations of like import in another language. 
    GSC §33-655

  3. Appoint a Registered Agent

    Identify the corporation’s Connecticut registered agent. This individual or company receives notice of lawsuit and other legal service for the corporation.

  4. File Connecticut Articles of Incorporation

    File the articles of incorporation to create your corporation.

    Agency:Connecticut Secretary of State - Commercial Recording Division
    Form:

    Certificate of Incorporation

    Filing Method:

    Mail or fax

    Agency Fee:

    $250 for up to 20,000 authorized shares (see fee schedule for more shares) + optional $50 expedite fee

    Turnaround:

    ~3-5 business days. ~24 hours for $50 expedite fee.

    Law:

    Connecticut Code, Chapter 601: Business Corporations

    Fact Checked:6/16/17
  5. File Organization and First Report

    Agency:Connecticut Secretary of State - Commercial Recording Division
    Filing Method:

    Online

    Agency Fee:

    $150

    Due:

    Your initial report is due within 30 days after registration. 

    Law:

    Connecticut General Statutes § 33-953.

    Fact Checked:9/17/20
  6. Establish Bylaws & Corporate Records

    Your corporation must keep correct and complete books and records.

    A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.
    GSC §33-945

    Your filed articles of incorporation are the first document for your corporate records. Your corporation will generate many other official records such as bylaws, meeting minutes, and your EIN.

    Office supplies intended for a corporation will help you stay organized and save time. Optionally, get a corporate record book, seal, and document templates.

    Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws of a corporation may contain any provision that is not inconsistent with law or the certificate of incorporation (GSC §33-640). You will review and ratify the bylaws at your first board of directors meeting.

  7. Appoint Initial Directors

    The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.

  8. Hold Organizational Meeting

    Hold the organizational meeting of the incorporators or initial directors in compliance with GSC §33-639. Keep minutes of this meeting.

    The following state laws apply unless overridden by the organizational documents, where permissible.

    Directors Officers
    • Number: At least one is required.
    • Qualifications: None required.
    • Quorum: Majority of directors, unless bylaws state otherwise.
    • As stated in the bylaws. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
  9. Issue Stock Certificates

    The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.

    The following state laws apply unless overridden by the organizational documents, where permissible.

    Shareholders Annual Shareholder Meeting
    • Qualifications: N/A
    • Stock Certificate: Not required.
    • Voting Trusts Allowed: Yes.
    • Required: Yes, unless directors are elected by written consent.
    • Action by written consent: Allowed if enough shareholders consent to equal the number required to take action by vote.
  10. Get a Federal Employer Identification Number (EIN)

    Your corporation must obtain an EIN regardless of whether it will hire employees.

    Submit to: Internal Revenue Service
    http://www.irs.gov/
    Form: IRS Form SS-4
    Guidance: IRS Pub 1635: Understanding Your EIN
    Filing Method: Mail, phone, fax, or apply online with the IRS
    Fee: $0
    Turnaround: Immediately online
    Notes: The IRS website is only available during certain hours. Print your EIN before closing your session.
  11. Get Connecticut State Tax Identification Numbers/Accounts

    Connecticut offers a consolidated state tax registration application. You will obtain a Connecticut Tax Registration Number. State business taxes include corporation business tax, business entity tax (BET), sales and use taxes, income tax withholding, and motor vehicle fuels tax.


    Agency:Connecticut Department of Revenue Services
    Form:Form REG-1: Business Tax Registration Application
    Instructions:Instructions for Form REG-1
    Filing Method:Mail, in-person, or online
    Agency Fee:See license and permit fee schedule. A sales tax license is $100.
    Turnaround:

    ~15-20 business days online. ~2-3 weeks by mail. Immediately in-person.

    Notes:IP 2006(11): Getting Started in Business - Understanding Connecticut Taxes
    Fact Checked:5/12/20
  12. Consider Electing S-Corp Taxation

    By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:

    • C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
    • S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.
  13. Obtain Business Licenses & Permits

    To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.


    Connecticut Business License

    Not required



    General Business License licensure is not required on the State level in Connecticut.

    Connecticut does not have a general business license at the state level, but local licenses are often required.

  14. Ongoing Filings to Maintain Your Corporation

    You must file federal and state tax returns. You must also file:

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