How to Start a Corporation in Connecticut

Incorporating your business in Connecticut is a straightforward process when you understand the requirements and follow the proper sequence. This guide walks you through what you need, each filing step, potential pitfalls, and what to expect after incorporation.

What You Need to Incorporate in Connecticut

Before you file, gather the following materials and information:

• Proposed Business Name: Must include the word "Corporation", "Incorporated", "Company", or an abbreviation like "Corp." or "Inc." The name must be distinguishable from other registered names in Connecticut's records. Check availability for free using the Connecticut business records search.
• Registered Agent Information: Every Connecticut corporation must appoint and maintain a registered agent. This can be a natural person at least 18 years old who resides in Connecticut, or a business entity registered with the Secretary of the State. The agent's business address must be in Connecticut, be their actual place of business, and be staffed during normal business hours. A post office box or commercial mailbox does not qualify.
• Initial Directors or Board Information: The number of directors and their names and addresses (if appointing them at incorporation).
• Incorporator Information: Name and address of the person filing the Certificate of Incorporation. The incorporator does not need to be a shareholder or director.
• Stock Information: The number of authorized shares (if desired), classes of shares, and voting rights. Connecticut has no minimum share requirement.
• Filing Fees: $250 for the Certificate of Incorporation and $150 for the Organization and First Report, totaling $400 for the initial filings. Expedited service costs an additional $50 and is completed within 24 hours, but is only available for online filings.
• Online Filing Access: An account at Business.CT.gov, which is Connecticut's official online filing portal.

Step-by-Step Incorporation Process

Step 1: Verify Your Business Name

Go to the Connecticut business search and search for your proposed corporate name. Connecticut requires that the name be distinguishable from any name already on file with the Secretary of the State. The search is free and takes seconds. If your name is not available, modify it and search again. Words that suggest a regulated profession, such as "bank" or "insurance", require written authorization from the appropriate regulatory agency before you can use them.

Step 2: Prepare Your Certificate of Incorporation

The Certificate of Incorporation (also called Articles of Incorporation in some states) is the core formation document. It includes the corporate name, the number of authorized shares, the location of your registered office in Connecticut, the name and address of your registered agent, the names and addresses of initial directors (if you are naming them at incorporation), and the incorporator's name and address. You can prepare this document using Connecticut's form or draft your own, as long as you include all required information. Connecticut does not mandate a specific form, but the Secretary of the State website provides templates to simplify the process.

Step 3: File Online Through Business.CT.gov

Log into or create an account at Business.CT.gov. Upload your Certificate of Incorporation, review the filing fee ($250), and submit. Online filings are accepted automatically in most cases, so you typically do not need expedited service. The Secretary of the State does not publish a standard turnaround time for ordinary filings, but many incorporators report acceptance within one to two business days. If you need a faster response, you can request expedited review for an additional $50, which guarantees a decision within 24 hours (online filings only).

Step 4: File the Organization and First Report

After your Certificate of Incorporation is accepted, you must file the Organization and First Report within 30 days of incorporation. This document confirms your registered agent information, lists your directors, describes the stock structure, and certifies that all incorporation steps have been completed. The filing fee is $150. This report is filed through the same Business.CT.gov portal.

Step 5: Adopt Corporate Bylaws

While not filed with the state, Connecticut law requires that your corporation adopt bylaws before or at the same time it issues shares. Bylaws are internal rules governing how your corporation operates, including meeting procedures, shareholder voting, and director responsibilities. You do not file bylaws with the state, but you must keep them with your corporate records. Many incorporators use a template or work with an attorney to draft bylaws tailored to their business.

Step 6 (Optional): Apply for an EIN

If your corporation will have employees or operate as a taxable entity, apply for an Employer Identification Number (EIN) from the IRS. You can apply online at the IRS website for free, and the EIN is issued immediately. Provide your new Connecticut corporation name and formation date.

Step 7 (Optional): Register with the Connecticut Department of Revenue Services

If your business will sell taxable goods or services, you must obtain a Sales and Use Tax Permit from the Connecticut Department of Revenue Services. This requires a $100 registration fee and must be displayed at each location where you do business. You can apply online through the DRS website at portal.ct.gov/drs.

Tips and Common Mistakes to Avoid

Mistake 1: Using a Name That Is Not Distinguishable

Always search the Connecticut business records before settling on your corporate name. A name that is "too close" to an existing one will be rejected. Distinguish your name by changing key words, adding a geographic qualifier, or using a completely different name.

Mistake 2: Appointing a Registered Agent Who Does Not Meet Requirements

Your registered agent must have a real Connecticut business address, not a PO box or mailbox service. They must be physically present during normal business hours to receive legal documents. Failure to maintain a qualified registered agent can result in loss of good standing and dissolution of your corporation.

Mistake 3: Missing the Organization and First Report Deadline

The Organization and First Report must be filed within 30 days of receiving your Certificate of Incorporation. Missing this deadline can delay your incorporation and complicate your corporate records.

Tip 1: Consider Name Reservation

If you want to secure your name before filing the full incorporation, you can reserve it for 120 days by paying a $60 fee. This is useful if you need time to arrange financing, complete business planning, or coordinate with partners.

Tip 2: Use Expedited Service Only If You Have a Deadline

Expedited service ($50 for 24-hour processing) is helpful if you have a time-sensitive business reason, but most incorporations do not require it. Standard online filings are typically processed within one to two days at no extra cost.

Tip 3: Keep Records of Your Incorporator

Document who served as the incorporator and when the Certificate of Incorporation was filed. This information is part of your corporate history and may be needed for future business decisions, investor due diligence, or legal disputes.

Tip 4: Establish Clear Share Ownership From the Start

Decide on the number of authorized shares, how many will be issued to each owner, and whether there will be different classes of shares (for example, voting vs. nonvoting). This clarity prevents disputes later and simplifies administration.

Tip 5: Plan for Annual Compliance

Connecticut requires all corporations to file an Annual Report every year. The fee is $150. The form is filed through Business.CT.gov and must be submitted by the date shown in your corporation's online account (often in the anniversary month of formation). Missing this deadline can result in administrative dissolution, which requires a separate reinstatement process.

Expected Results and Timeline

What You Receive

Once your Certificate of Incorporation is accepted, you receive confirmation that your corporation is legally formed and good standing with the state. You can request certified copies of your formation documents for use in opening a bank account, applying for licenses, or other business purposes. Certified copies cost a small fee (typically $5 to $10 each) and can be ordered through Business.CT.gov.

Timeline for Incorporation

If you file online: Standard processing takes one to two business days. Expedited processing ($50) is completed within 24 hours. After incorporation, you have 30 days to file the Organization and First Report. The entire process can be completed within one week if you have all your information ready.

After Incorporation

Once your corporation is formed, you can open a business bank account using your EIN and formation documents. You can issue shares to owners and hold organizational meetings to formalize bylaws and director elections. If your business requires licenses or permits, obtain them from the appropriate Connecticut agencies (Department of Consumer Protection, Department of Public Health, etc.).

Ongoing Obligations

Connecticut corporations must maintain a registered agent at all times. File an Annual Report every year ($150 fee). If you have employees, withhold and remit payroll taxes to Connecticut and the IRS. If you sell taxable goods or services, collect and remit sales tax. Keep corporate records (minutes, bylaws, shareholder records) in good order. Failure to maintain these obligations can result in administrative dissolution and loss of liability protection.

Connecticut Corporation Tax

Connecticut corporations are subject to the Corporation Business Tax, which is 7.5% of apportioned net income or 0.21% of the apportioned capital base (minimum $250 per year), whichever is greater. Corporations with total federal income of $100 million or more also pay a 10% surtax. Tax returns are filed with the Connecticut Department of Revenue Services. Consider consulting a CPA or tax professional to understand your obligations and plan for tax payments.

Getting Help with Connecticut Incorporation

The Connecticut Secretary of the State maintains the official Business Services Division website, which provides forms, instructions, and answers to frequently asked questions. The Business.CT.gov portal guides you through each filing step and shows current processing times.

For complex ownership structures, multiple investors, or questions about bylaws and governance, consider working with a Connecticut attorney. For questions about tax obligations and entity classification, consult a CPA or tax advisor. Connecticut also offers free business formation assistance through the Connecticut Small Business Development Center (CTSBDC).

Disclaimer

This article provides informational guidance on Connecticut corporation formation requirements and procedures. It is not legal advice or tax advice. Business formation laws and tax rules can be complex and may vary based on your specific situation, industry, ownership structure, and financial circumstances. Before incorporating, consult with a qualified attorney and a CPA or tax professional to ensure your formation strategy aligns with your business goals and minimizes tax liability. This article reflects Connecticut requirements as of the publication date and may not account for future changes in state law.