Form a Corporation in Connecticut
Everything you need to know about forming a Corporation in Connecticut. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose a Corporate Name
Select a unique name that includes a required corporate designator such as 'Corporation,' 'Incorporated,' 'Company,' 'Corp.,' 'Inc.,' or 'Co.' Verify name availability using the Connecticut Secretary of the State's online business name search tool at ct.gov.
30 minutes
Reserve Your Corporate Name (Optional)
If you are not ready to file immediately, you may reserve your chosen corporate name for 120 days by filing a Name Reservation application with the Connecticut Secretary of the State for a $60 fee.
15 minutes
Appoint a Registered Agent
Designate a registered agent with a physical street address in Connecticut who is authorized to receive legal documents and official correspondence on behalf of the corporation. The agent may be an individual resident or a registered commercial agent service.
1-2 hours
File the Certificate of Incorporation
Prepare and file the Certificate of Incorporation with the Connecticut Secretary of the State, either online via the Connecticut Business One Stop (CBOS) portal or by mail. The document must include the corporation's name, registered agent information, number of authorized shares, and incorporator details.
1-2 hours
What's Next After Filing
Once your Corporation is officially formed, you'll want to complete these important steps:
- •Create Corporate Bylaws — Draft internal bylaws that govern the corporation's operations, including rules for shareholder meetings, board of directors responsibilities, officer roles, and voting procedures. While not filed with the state, bylaws are legally required and should be adopted at the organizational meeting.
- •Hold Organizational Meeting and Issue Stock — Conduct the initial organizational meeting of the board of directors to adopt bylaws, elect officers, authorize issuance of shares, and handle other initial corporate business. Issue stock certificates to shareholders and maintain a stock ledger.
- •Obtain EIN and Fulfill Tax & Licensing Requirements — Apply for a Federal Employer Identification Number (EIN) from the IRS, register with the Connecticut Department of Revenue Services for state tax obligations, and obtain any required local or state business licenses or permits applicable to your industry.
Advantages
- ✓Strong liability protection that shields shareholders' personal assets from corporate debts and legal judgments
- ✓Ability to raise capital through the sale of stock and attract investors, including venture capital and public markets via potential IPO
- ✓Perpetual existence — the corporation continues regardless of changes in ownership or the death of shareholders
- ✓Potential tax advantages including deductible employee benefits, and eligibility to elect S-Corp status with the IRS to avoid double taxation
Considerations
- •Potential for double taxation — C-Corporations pay corporate income tax and shareholders pay personal income tax on dividends
- •More complex and costly to form and maintain than LLCs or partnerships, with strict governance requirements including bylaws, board meetings, and minutes
- •Greater regulatory and administrative burden, including mandatory annual reports, record-keeping, and compliance with Connecticut corporate statutes
Annual Obligations
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