How to form a corporation in Connecticut?

Connecticut Corporation

A Connecticut Corporation is a type of business that has several advantages, and you will enjoy several other state benefits as well. Entrepreneurs prefer to form a corporation in Connecticut as this state offers a platform and infrastructure that promotes innovation, growth, and development. Venture capital funding and small business grants are also available in Connecticut with ease. Once you form a traditional corporation (C Corp), you can always change your tax status by electing an S Corporation. If you are wondering how to form a corporation in Connecticut, then there is a specific process for the same. This process is governed by the state statutes. You can choose to form a domestic corporation or register a foreign entity.

What is Connecticut Corporation?

If you plan to register a corporation in Connecticut, it is important to understand the type of entity structure it is. This is a type of legal entity in which the organization is distinct from its owners. Corporations are subjected to Federal taxes and may be required to file state business taxes as well. Taxes vary from one state to another. A C corporation has responsibilities and rights that are similar to those of an individual business owner. There are several sub-types of corporations, and their formation requirements and business benefits vary according to the type of corporation you form. You can register a Connecticut Corporation online or offline. The most common forms of Corporations are:

• Corporations with Capital Stock (C-Corp)
• Corporations without Capital Stock (C-Corp)
• S-Corporation
• Foreign Corporations
• Nonprofit Corporations
• Professional Service Corporations
• Specially Chartered Corporations
• Benefit Corporation

What are the benefits of incorporating in Connecticut?

If you want to start a domestic or foreign corporation in Connecticut, then this type of structure has unique advantages. There are several benefits of incorporating in Connecticut, like:

• Limited liability protection – When you incorporate in Connecticut, this is one of the biggest benefits that you will enjoy. Limited liability protection simply means that this type of entity helps in separating corporate and personal liability. As a result, you cannot be sued for the debts of the company, and your personal assets will remain protected.
• Ability to Offer Shares – One of the top benefits of incorporating in Connecticut is that you can issue shares of stock. These shares can be issued in a public marketplace or can be sold at the stock exchanges like the NYSE or the NASDAQ. An initial public offering (IPO) of shares can help corporations to raise business capital as well.
• Better Fringe Benefits – One of the reasons entrepreneurs choose to form a corporation in Connecticut is the fringe benefits. Yes, a C corporation offers better fringe benefits than any other entity. This type of benefit may include high credibility in the B2B and B2C marketplace.

Starting a Connecticut Corporation

Connecticut, thanks to its key industries and strategic location, has experienced strong economic growth. It also boasts a thriving technology sector focused on fintech and cybersecurity. There are nearly 15 Connecticut-headquartered companies on the Fortune 500 list, including Berkshire Hathaway, Exxon Mobil, and Alphabet. If you are also planning to register a corporation in Connecticut, then it is important to consider several important processes and strategies. This will ensure the smooth overall operation of your company.

1. Name Connecticut Corporation

If you are wondering how to form a corporation in Connecticut, then the first step will be to choose and reserve a proper corporate name. There are certain aspects to consider and guidelines to follow while identifying a business name. You will need to ensure complete compliance with the 2024 Connecticut General Statutes. Let’s take a look at the important steps in this process:

• The corporate name should not contain any language that implies or states that such a corporation has been organized for any purpose other than that permitted by the 2024 Connecticut General Statutes.
• Your company name should be distinguishable upon the records of the Secretary of the State from the name of any other corporation already incorporated in this state.
• The name should also be different from that of any foreign corporation registered in this state, as well as from that of any domestic or foreign limited liability company or partnership.
• A corporation can also adopt a fictitious name.
• The name of your company must include a word, phrase, or abbreviation like “company,” “corporation,” “incorporated,” “co.,” “corp.,” or “inc.” pursuant to CT Gen Stat § 33-655. (2024).
• Unless it is a benefit corporation, you cannot include the word “benefit” in the name as a prefix to “corporation,” or “inc.”
• You need to ensure the name is distinguishable from any other name in the Secretary of State database, including names of any other profit or non-profit corporation, limited liability company, or limited partnership.
• You will need to conduct a Connecticut business name search, also known as a name availability search, with the SOS.
• You cannot incorporate in Connecticut without first reserving your business name.
• If the chosen corporate name is available, you can file an Application to reserve the Name.
• There is a filing fee of $60, and this name will be effective for a period of 120 days.

2. Appoint a Connecticut-registered agent

Whether you plan to register a Connecticut Corporation online or offline, there are several state laws and rules that your company needs to adhere to. The 2024 Connecticut General Statutes state that each corporation, domestic or foreign, must continuously maintain a registered agent in this state. A registered agent is also known as a statutory agent and is primarily responsible for providing service of process. A registered agent or service can be an individual or a company with a registered office in this state.

A top registered agent service like IncParadise will not only provide service of process but can also help you with other business processes, such as filing annual reports. There are several important annual maintenance requirements for corporations under state law, and we can help you ensure compliance.

3. File Certificate of Incorporation

This is the most important step in forming a corporation in Connecticut. Once you have reserved a corporate name, you will be able to file the Certificate of Incorporation. It is essential that you provide correct information while filing the certificate pursuant to CT Gen Stat § 33-636. (2024). This has to be filed with the Secretary of the State of Connecticut, Business Services Division, along with a fee of $250.

Alternatively, IncParadise can help you to incorporate in Connecticut. We are incorporation specialists, and with our help, you will be able to ensure compliance with all requirements mentioned in the Connecticut General Statutes.

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4. File the Beneficial Ownership Information Report

A Beneficial Ownership Information (BOI) report, or the BOI report, is a federal filing requirement for different business structures, including corporations formed in Connecticut and across several other states in the US. This report has been created to specifically identify those individuals who own a business or are controlling businesses. This report requirement has been initiated by the Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN). The BOI report will require beneficial owners to provide identifying information, such as their full legal name, date of birth, residential address, and a copy of any identifying document, like a driver’s license.

Note: Under the recent interim final rule issued in early 2025 by FinCEN, domestic companies—including LLCs formed in the U.S.—are no longer required to file a Beneficial Ownership Information (BOI) report under the Corporate Transparency Act (CTA). This applies across the board to domestic reporting companies and their beneficial owners.

5. Prepare bylaws

In order to form a corporation in Connecticut, the board of directors or incorporators of such a company is required to adopt initial bylaws for the corporation pursuant to CT Gen Stat § 33-640. (2024). This is a significant requirement of any new corporation. These are also known as the Company bylaws, and they comprise a set of procedures and rules that govern the internal management and operations of such a corporation. Bylaws can, at times, even provide details on how to form a corporation in Connecticut and can be amended when required.

Normally, bylaws will contain basic corporate information, such as the name of the company, the principal place of business, the roles and responsibilities of directors, policies related to conflicts of interest, and the addresses of the owners or incorporators, among others. Some of the other important information included in the bylaws is:

• Introduction and establishment
• Statement of Purpose
• Board of directors
• Key officers of the corporation
• Shareholder meetings
• Types of stock that the corporation can issue
• Voting or non-voting shareholders
• Committee, committee members, and responsibilities
• Procedure and timeline for annual meetings
• Conflicts of interest
• Procedure for amendment of the bylaws
• Miscellaneous provisions

6. Appoint initial directors & hold an organizational meeting

If you are planning to register a corporation in Connecticut, one of the important roles will be that of the directors. Directors play a pivotal role in decision-making and steering the company in the right direction. The initial directors will be appointed by the incorporator or those involved in the formation of the company. These initial directors will remain in power till the corporation’s first official shareholder meeting is held. At this meeting, shareholders will elect the board of directors.

The organizational meeting is considered the initial meeting through which all basic organizational formalities of the said company will be conducted in accordance with Connecticut state law. The first organizational meeting is normally held by the Board of Directors or incorporators after you register a Connecticut Corporation online. The key focus areas are:

• Signing of the Waiver of Notice of Organization Meeting
• Establish the corporate structure of the company
• Authorize issuance of shares
• Presentation and acceptance of the Certificate of Incorporation
• Approve the business banking account
• Election of officers
• Adoption of the corporate bylaws
• Approving the corporate seal
• Establish principal place of business
• Special resolutions, if any

7. Get an EIN

If you are planning to incorporate in Connecticut, then one of the key areas to focus on will be fulfilling requirements related to corporate and state business taxation. As a corporation, you will be required to apply for and obtain an Employer Identification Number (EIN). This is also known as the Federal Employer Identification Number (FEIN) and is assigned by the Internal Revenue Service (IRS). It is a nine-digit unique ID number that also enables corporations to open a business banking account. The EIN number may also be required when applying for business licenses in this state.

8. Open a bank account

The journey to success for a corporation consists of overcoming several hurdles and achieving various milestones. One of the important milestones is that of opening a business bank account. This type of bank account helps maintain financial separation by keeping personal and business gains and expenses separate. One of the advantages of a business bank account is that of shields personal assets from any business liability. This is also known as a checking account and will help improve the overall credit score of the company. You can open this type of banking account after you register a Connecticut Corporation online.

You can also sign up online for a business banking account with Cheqly. This is a US business banking account that provides a wide variety of banking services. This modern-day neo-bank for startups will facilitate transactions in Connecticut and worldwide. You will be able to receive and make payments quickly through wire transfers.

9. Comply with other tax and regulatory requirements

Once you form a corporation in Connecticut, you will be required to comply with various annual maintenance requirements of this state. There are two important requirements that every business must comply with: taxes and annual reports. The state of Connecticut imposes a corporate tax at a flat 7.5 percent. The Corporate tax returns have to be filed electronically using myconneCT. A CT Corp. may also be required to file the Sales and Use Tax, depending on the business activity and the Employee Withholding Tax.

The second important requirement is that of an annual report. A domestic C Corporation is required to file an annual report prior to its registration anniversary date pursuant to CT Gen Stat § 33-953. (2024). It has to be filed with the Connecticut Secretary of State – Business Services Division, along with a fee of $150.

After you register a Connecticut Corporation online, you will also be required to obtain necessary business licenses and permits. You will not be able to transact in this state without proper permits or licenses. The type of license required will vary according to primary business activity, location or jurisdiction, and profession. IncParadise can provide meaningful assistance through the “Business License Research Report” service. This is basically a detailed report containing a list of filing instructions, supporting document requirements, and fees for all business licenses and permits in this state.

Know more about starting a Connecticut Corporation

If you have several queries related to how to form a corporation in Connecticut, then this section of the guide will provide brief answers to such queries. This section deals with queries related to forming an S Corporation, startup costs, dissolution, and foreign corporations, among others.

How do I form a “C” corporation and an “S” corporation in Connecticut?

You can form a C Corporation in Connecticut by filing the Certificate of Incorporation. Once you have registered a C Corporation, you will be able to opt for S Corporation status. This is basically a tax designation. You will be required to submit a completed Form 2553 (Election by a Small Business Corporation) to elect S corporation status. All shareholders of the company will have to sign this form.

How much does it cost to start a corporation in Connecticut?

To register a corporation in Connecticut, you must first reserve a corporate name ($60) and then submit the Certificate of Incorporation. The initial cost to incorporate is $250. Apart from this initial incorporation cost, there will be other costs associated with submitting a Certificate of Amendment ($100), submitting the Organization and First Report ($150), and applying for business licenses and permits, among others.

How do I look up a corporation in Connecticut?

One of the first processes towards incorporation is the reservation of a company name. To do this, you must ensure your chosen name is available in the state. You will need to search through the state records. One of the benefits of incorporating in Connecticut is that you can conduct a business entity search, also known as a name availability search.

Do I need a business license for my Connecticut Corporation?

Yes. You may require single or multiple business licenses depending on the industry, business activity, the location of your company, and the profession.

Can I register a foreign Corporation in Connecticut?

Yes. You will need to apply for the process of foreign qualification to operate your business in this state. You will need to submit an Application for Certificate of Authority along with a fee of $385 pursuant to CT Gen Stat § 33-922. (2024). You will also be required to attach a Certificate of Good Standing from the jurisdiction of incorporation, also known as the home state. You will also need to file the Application for Registration of Corporate Name with a fee of $60.

How do I dissolve a corporation in Connecticut?

If you want to dissolve your corporation at any given point in time, then you will need to submit a Certificate of Dissolution pursuant to CT Gen Stat § 33-882. (2024). There is no fee for dissolution.

Ready to Start a Connecticut Corporation?

There are different types of business structures that you can choose to register in Connecticut. However, the benefits of incorporating in Connecticut are far more as compared to any other form of entity. If you want to form a corporation in Connecticut, a domestic or foreign entity, then IncParadise can assist you with the process of registering or moving your business to this state.

IncParadise is one of the top registered agents in the state of Connecticut, and we have helped with many new business formations in this state. We also offer a wide variety of additional services like EIN assistance and certificate of good standing, among others.