{"id":372082,"date":"2016-04-11T01:21:34","date_gmt":"2016-04-11T06:21:34","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-law\/state\/connecticut-law\/connecticut-corporate-laws.html"},"modified":"2016-06-20T19:48:48","modified_gmt":"2016-06-21T00:48:48","slug":"connecticut-corporate-laws","status":"publish","type":"page","link":"https:\/\/www.findlaw.com\/state\/connecticut-law\/connecticut-corporate-laws.html","title":{"rendered":"Connecticut Corporate Laws"},"content":{"rendered":"\n
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Connecticut Corporate Laws<\/h1>\n
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Created by FindLaw’s team<\/a> of legal writers and editors<\/i><\/p>\n\n | Last updated\n

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This article has been written and reviewed for legal accuracy, clarity, and style by FindLaw\u2019s team of legal writers and attorneys<\/a> and in accordance with our editorial standards<\/a>.<\/em><\/p>\n\n <\/div>\n <\/details>\n\n

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The last updated date refers to the last time this article was reviewed by FindLaw or one of our contributing authors<\/a>. We make every effort to keep our articles updated. For information regarding a specific legal issue affecting you, please contact an attorney in your area<\/a>.<\/em><\/p>\n\n <\/div>\n <\/details>\n<\/section>\n

If you own a business in Connecticut, you may be considering incorporating<\/a>. Before you incorporate, you’ll need to select a business name and determine if that name is available. You or a licensed attorney will want to search name availability. Once your name is selected, a decision must be made as to what type of corporation best fits your business, i.e., should you choose an S corporation or a C corporation?<\/p>\n

In choosing the corporation type, there are tax considerations<\/a> that need to be taken into account. If you make the wrong choice, your corporation could be double-taxed, which can impact profit. For a more detailed breakdown of the benefits of incorporating as a C-Corp<\/a> or an S-Corp<\/a>, check out FindLaw’s Business Tax Basics<\/a>.<\/p>\n

Board of Directors<\/h2>\n

Once you decide what type of corporation you are creating, you will need to select the individuals that you would like on your board of directors. Then, you will need to draft and file your corporation’s articles of incorporation<\/a>.<\/p>\n

After the articles of incorporation have been filed, you will need to obtain a business license and any other permits that might be required for the type of business you are forming. These permits can be obtained from the city or the county in which your business is located.<\/p>\n

Organizational Meetings, IRS and Related Matters<\/h2>\n

Following the filing of the articles of incorporation, please be aware that additional procedures must be taken to comply with corporate requirements in the State of Connecticut. For example, the Organizational Meeting must be held within the first year of incorporating. Then, the Organization and First Report must be filed within 30 days of the Organizational Meeting.<\/p>\n

Since you are operating a business, you may have employees. This means you will need to register on the federal level with the Internal Revenue Service<\/a> (IRS) for a tax ID number. You also may have to register as an employer at state and local levels, as well. Enlisting the aid of a professional can make the task of incorporating much easier and ensure that all of the proper paperwork has been filed on-time and correctly.<\/p>\n

The following table highlights the main provisions of Connecticut’s Corporate Laws See State Guide: Corporations Offices<\/a> for more general information on those topics.<\/p>\n\n
Statute<\/td>\nSec. 33-600, et. seq.<\/td>\n<\/tr>
Preparing Your Certificate of Incorporation<\/td>\n

To form a Connecticut corporation, you will need to file a certificate of incorporation with the Secretary of State and pay a filing fee. Your corporation officially exists as soon as the certificate is filed. The certificate of incorporation may contain many provisions, but it must include the following:<\/p>\n

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  • Name of the corporation\u2019s registered agent<\/li>\n
  • Names and addresses of incorporators<\/li>\n
  • Details on the corporation\u2019s stock structure<\/li>\n<\/ul>\n<\/td>\n<\/tr>
Steps for Incorporation<\/td>\n
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  1. Prepare Certificate of Incorporation;<\/li>\n
  2. Decide Your Stock Structure;<\/li>\n
  3. Choose and Specify Incorporators;<\/li>\n
  4. Choose and Specify Directors;<\/li>\n
  5. Choose and Specify a Registered Agent;<\/li>\n
  6. Determine Corporate Bylaws;<\/li>\n
  7. File a Certificate of Incorporation with the Connecticut Secretary of State<\/li>\n<\/ol>\n<\/td>\n
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Note: Deciding where to incorporate and initiating the incorporation process are important steps on your business’s path to success. To ensure that your new business complies with your state’s legal requirements at every stage in the corporate formation process, you may wish to consult an experienced Connecticut business organization attorn<\/a><\/i>ey<\/a>.<\/p>\n

Research the Law:<\/h2>\n