Form a S-Corp in Connecticut
Everything you need to know about forming a S-Corp 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 business name that includes a required corporate designator such as 'Corporation,' 'Incorporated,' 'Company,' or an abbreviation thereof. Search the Connecticut Secretary of State's business name database to confirm availability before filing.
30 minutes
Appoint a Registered Agent
Designate a registered agent with a physical street address in Connecticut who is authorized to receive legal and official documents on behalf of the corporation. The agent can be an individual Connecticut resident or a qualified registered agent service.
1-2 hours
File Articles of Incorporation
Prepare and file the Articles of Incorporation with the Connecticut Secretary of State's office online via the CONCORD system or by mail, paying the $250 filing fee plus any applicable organization tax based on authorized shares.
1-2 hours
Create Corporate Bylaws
Draft corporate bylaws that outline the internal governance structure of the corporation, including rules for shareholder meetings, board of directors responsibilities, officer roles, and voting procedures. While not filed with the state, bylaws are legally required to be maintained internally.
2-4 hours
What's Next After Filing
Once your S-Corp is officially formed, you'll want to complete these important steps:
- •Hold Organizational Meeting and Issue Stock — Conduct an initial organizational meeting of the board of directors to adopt bylaws, elect officers, and authorize the issuance of stock. Document minutes from this meeting and issue stock certificates to shareholders.
- •Obtain EIN and Elect S-Corp Status with IRS — Apply for a federal Employer Identification Number (EIN) from the IRS, then file IRS Form 2553 (Election by a Small Business Corporation) to elect S-Corporation tax status. This election must be filed no later than 2 months and 15 days after the beginning of the tax year the election is to take effect.
- •Register for Connecticut State Taxes and Licenses — Register with the Connecticut Department of Revenue Services for applicable state taxes, including withholding tax if you have employees, and obtain any required state or local business licenses or permits necessary for your specific industry.
Advantages
- ✓Pass-through taxation avoids federal double taxation, with corporate income and losses reported on shareholders' personal tax returns
- ✓Shareholders who are active in the business can reduce self-employment tax liability by splitting compensation between salary and distributions
- ✓Provides limited liability protection, shielding shareholders' personal assets from business debts and legal claims
- ✓Enhanced credibility and formal corporate structure can make it easier to attract investors, secure financing, and establish business relationships
Considerations
- •Strict IRS eligibility requirements limit S-Corps to 100 shareholders, one class of stock, and only U.S. citizen or resident individual shareholders, restricting ownership flexibility
- •Connecticut does not fully conform to federal S-Corp pass-through treatment, potentially creating additional state-level tax complexities and compliance obligations
- •More administrative burden than an LLC, requiring formal corporate governance such as annual meetings, minutes, bylaws, and strict record-keeping to maintain corporate status
Annual Obligations
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