Connecticut Certificate of Organization: Contents, Fee and How to File Online
Connecticut Certificate of Organization: Contents, Fee and How to File Online
If you are working out how to form an LLC in Connecticut, the first thing to know is the name of the document. Many states call it “Articles of Organization,” and people searching for connecticut articles of organization are usually looking for the same filing. Connecticut calls it a Certificate of Organization. You file it with the Connecticut Secretary of the State’s Business Services Division, the fee is $120, and you can submit it online through Business.CT.gov.
This guide covers the filing mechanics: what the certificate must contain, what it costs, what the registered agent rules require, and how to submit it. It does not cover choosing a structure or planning the business. For the broader process, read our general guide on how to form an LLC in Connecticut first, then return here when you are ready to file.
Filing the certificate registers your LLC with the state. It is not a license. Connecticut has no general state business license, so the Certificate of Organization does not authorize you to perform any particular trade. The same applies to how to register a business in Connecticut more generally: entity registration with the Secretary of the State is separate from the licenses, tax registrations and local approvals your business may need.
What the Certificate of Organization Is
The Certificate of Organization creates a domestic limited liability company in Connecticut. When the Secretary of the State accepts it, your LLC appears on the state business record, which you can check through the state’s online business search. The Secretary of the State handles entity registration. It does not decide whether your trade may operate. That question belongs to the licensing agency that covers your industry.
What the Certificate Must Contain
Gather these items before you start the online form. The form is easier to finish in one pass than to restart after a rejection.
- LLC name with a designator. The name must include “Limited Liability Company” or an abbreviation such as “LLC” or “L.L.C.”
- Statutory agent and Connecticut address. You must name a registered agent and give that agent’s business address in Connecticut. The form refers to this person as the statutory agent. The eligibility rules are covered below.
- Six-digit NAICS code. Enter the North American Industry Classification System code that best describes your main activity. The code must appear on the formation documents.
- Business email address. Provide a business email address on the filing.
You do not file an operating agreement with the state. Whether to draft one is a separate internal decision, and it is worth making with an attorney.
Name Rules
The name must be distinguishable on the record from every other name already registered or reserved with the Secretary of the State. The business records search is free, so run it before you pay for anything. Two points are easy to miss:
- Names that suggest a regulated activity, such as “bank” or “insurance,” require authorization. Confirm what authorization applies before you use one.
- A name that clears the state record is not a trademark clearance. The state record search does not cover trademark rights, so run a separate trademark search or ask an attorney if the name matters to your brand.
If you need time, you can reserve the name for 120 days for $60. Details are on the domestic LLC forms and fees page. A reservation does not form the company, so you still have to file the certificate while the reservation is in effect.
Registered Agent Requirements
Every LLC in Connecticut must appoint and keep a registered agent who receives legal and official correspondence for the business. The agent must be one of the following:
- A natural person at least 18 years old who lives in Connecticut, or
- A business entity registered with the Secretary of the State.
The agent’s address must be a usual place of business in Connecticut that is customarily open during normal business hours, with an authorized person present. A post office box or commercial mailbox does not qualify. The agent’s information is confirmed and updated each year when you file the Annual Report.
If you plan to use a home address or a commercial service, check it against each element of that test before filing. If you are unsure whether an address qualifies, ask the Secretary of the State or an attorney before you submit. A defective agent address can hold up the entire filing.
Fees at a Glance
| Item | Fee | Notes |
|---|---|---|
| Certificate of Organization (domestic LLC) | $120 | Includes the statutory agent appointment |
| Expedited service | $50 per transaction | Online filings only; completed within 24 hours of receipt |
| Name reservation | $60 | Holds the name for 120 days |
| Annual Report | $80 | Required every year |
| Trade name certificate | $20 | Paid to the town clerk, not the state |
| Sales and Use Tax Permit registration | $100 | Handled by the Department of Revenue Services, not the Secretary of the State |
This guide does not cover the paper filing fee or mailing instructions. Confirm both on the business forms and fees page before you send anything.
How to File Online
- Search the name. Confirm the name is available on the state business records search.
- Reserve it if you need time. This step is optional and costs $60 for 120 days.
- Confirm your registered agent and address. Make sure both meet the requirements above.
- Look up your NAICS code. Choose the six-digit code that best matches your main activity.
- Create or sign in to a Business.CT.gov account. Business.CT.gov is the state’s online filing portal. From the business forms and fees page, select the Certificate of Organization (Domestic Limited Liability Company).
- Enter the information. Enter the name, agent, agent address, NAICS code and business email. The portal accepts PDF attachments if your filing needs them.
- Pay. The filing fee is $120. For expedited handling, add $50, for a total of $170. Expedited service is available only for online filings.
- Confirm the result. Most online filings are accepted automatically, which is why the state says expedited service is usually unnecessary. Save a copy of the filed certificate and your confirmation, then check your LLC on the business records search.
The Secretary of the State does not publish a standard turnaround for ordinary online or paper filings. The only fixed turnaround it publishes is the 24 hours for expedited online filings. You can also file on paper, but expedited service is not offered for mailed filings.
After You File
Filing the certificate is the start of your obligations, not the end. These are the requirements that follow:
- Annual Report ($80, every year). The Secretary of the State requires an Annual Report each year. Business.CT.gov shows each entity its own next due date in its account rather than one statewide deadline. Widely reported practice for LLCs is a January 1 to March 31 window, but confirm your date in your account.
- Trade name certificate ($20, if you use a DBA). If you operate under a name other than your LLC name, file a Trade Name Certificate with the town clerk of the Connecticut town where the business is primarily transacted. It is not filed with the Secretary of the State. Details are in the trade names article.
- Sales tax permit ($100 registration fee). A business selling taxable goods or services must obtain a Sales and Use Tax Permit from the Department of Revenue Services and display it at each location. The state sales tax rate is 6.35%. Register through myconneCT, using the Department of Revenue Services sales tax information page as your starting point.
- Employer registration. If you will have employees, set up a Connecticut Department of Labor account before you hire. This guide does not cover those steps, so confirm them with the Department of Labor.
Tax Treatment
Connecticut does not impose a franchise tax or annual privilege tax on LLCs. How the LLC is taxed is a separate decision. An LLC taxed as a partnership or S corporation may elect the optional Pass-Through Entity Tax with the Department of Revenue Services. That election is annual and irrevocable for the year it covers. An LLC treated as a corporation instead pays the Corporation Business Tax. Ask a CPA which treatment fits before you make any election.
Local Approvals
The state filing does not satisfy local requirements. Depending on your business, you may need zoning approval, a health permit or an occupancy permit from the town or city where you operate. Connecticut has no county government, so these approvals come from towns and cities, local health departments and health districts. Check with the local planning and zoning office and the building department before you sign a lease or buy equipment.
Common Filing Mistakes
- Leaving “LLC” or “Limited Liability Company” off the name.
- Listing a post office box or commercial mailbox as the agent address.
- Skipping the NAICS code or guessing at it.
- Assuming the certificate permits you to operate in a licensed trade.
- Forgetting the Annual Report, which is due every year.
When to Get Professional Help
A simple single-owner LLC can often be filed without outside help. Get advice from a qualified professional if you have multiple owners, outside investors, a tax election to consider, a name that could conflict with a trademark, or a regulated trade. An attorney can review the operating agreement and ownership terms, and a CPA can advise on tax treatment and elections.
Official Resources
- Connecticut Secretary of the State, Business Services Division
- Business.CT.gov business forms and fees
- Connecticut Department of Revenue Services
- Connecticut Small Business Development Center
This guide is informational only and is not legal or tax advice. Fees, forms and agency procedures change, so confirm current requirements with the Connecticut Secretary of the State, the Department of Revenue Services and a qualified attorney or CPA before you file.