Connecticut corporations: How to form and maintain your Connecticut corporation

Should you form your corporation in Connecticut? We've collected the relevant information that will help you make this decision.

Pros

• Educated workforce due to large number of colleges and universities

• Home to one of the top 20 metro areas in the US

Cons

• Tax rate of 7.5-9%

• Among 10 worst states for business (Forbes 2016)

Cost of doing business

• $250 filing fee / $150 annual statement

Privacy

• Director disclosure in annual report

Forming your corporation in Connecticut

The name In order to communicate to the public that your new business is incorporated, its official name will need to end with one of the following signifiers (or a relevant abbreviation): “incorporated”, “Company”, or “corporation”. In addition, it is required that the name of your business is not intentionally misleading to consumers, for any reason. Your company’s new name must also be completely unique, and not deceptively similar to any other organizations name or trademarks. Do a FREE name search now.

Board of directors requirements You will need to form an official board of directors when incorporating in Connecticut. Here are the states explicit regulations regarding these directors:

• Required number of directors

  Connecticut corporations must have at least one director listed in their incorporation documents.

• Age restrictions

  Directors of corporations located in Connecticut can be of any age.

• Residence restrictions

  Directors of corporations in Connecticut must have and list a physical address that is not a PO box during the filing process.

• What information needs to be included in the Articles of Incorporation?

  Connecticut does not require the names or addresses of directors to be disclosed in incorporation documents.

Requirements for the Articles of Incorporation

The Articles of Incorporation is a document that must be filed during the incorporation process in every state. Here is the information that must be included in this document when filing in Connecticut:

Stock information Connecticut requires the number of initial shares outstanding, and their par value, to be disclosed during the incorporation process. The number of outstanding shares does not affect initial state filing fees.

Officer information The state of Connecticut does not require officer information to be disclosed during the filing process.

Registered agent information All Connecticut corporations must have a registered agent on file, and submit their name and address (which cannot be a PO box). This agent will be required to be accessible during standard business hours, and act as the state’s point of contact with the company. Learn more about registered agents.

Additional Connecticut filing requirements

Many states have steps in the incorporation process that are unique to that state. These can also vary at the municipality or county level as well. Here are the steps required throughout all of Connecticut:

Initial report deadlines All corporations in Connecticut must file an initial report within 30 days of the company’s initial meeting.

If your business is a professional practice Professional service corporations are permitted to form under the professional corporation (PC) structure.

Corporate record keeping requirements

Corporations are required to keep formal documentation regarding several of their operations. These are the explicit record keeping formalities required by Connecticut:

• A copy of the Certificate of Incorporation, bylaws, and their amendments

• Records that detail the owners and class of all outstanding stock shares

• Formal, detailed documentation of all stack related resolutions

• The personal and business addresses and names of all officers, directors, and shareholders

• Meeting minutes for all shareholder, committee, or director meetings

• A copy of all written communications with shareholders within the previous three years, including financial reports

• A copy of the corporation’s most recent annual report

• Formal documentation of all director and shareholder decisions, regardless of if they were made during a meeting or not.

Connecticut corporate taxation and fee requirements

There are several tax and fee requirements that must be addressed by corporations in Connecticut. They are as follows:

Taxation All states have complex taxation requirements. For more information regarding taxes in Connecticut, it is advised that you visit the state’s official business related website. 

Annual report requirements Corporations in Connecticut are required to file an annual report during their anniversary month each year, at the filing cost of $150. They are also required to pay a corporate franchise tax upon incorporation, as well as when the number the outstanding stock shares increases. This tax is dependent on the company’s current levels of outstanding stock but carries a minimum of $150. Learn more about annual reports.

Tax identification numbers Connecticut requires an EIN (employee identification number) for all corporations that will have employees, and most banks will require one to open accounts. Connecticut does not require corporations to obtain state tax ID numbers. Learn more about EINs.

Business license requirements

The business licenses and permits required in Connecticut vary wildly depending on the county or municipality in which your new corporation is located. If you would like to see more in-depth information on licenses and permits, please feel free to visit the content in our learning library that covers business licenses and permits.

S corporation election Connecticut does not require a state-level S corp election, as they recognize any elections held at the federal level. 

Need a Connecticut LLC instead? Click here.