How to Form an LLC in Connecticut in 7 Steps
Forming a limited liability company (LLC) in Connecticut involves among other things: naming your LLC, appointing a registered agent, filing a certificate of organization, getting an EIN for tax purposes and applying for business and tax accounts.
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Limited liability companies (LLCs) are a type of business structure that is popular with small business owners. If you would like to benefit from the personal liability protection and simplicity of a Connecticut LLC, follow along with the step-by-step guide below.
7 Steps to Form an LLC in Connecticut
Name Your LLC
Under Conn.Gen.Stat.§34-243k(b), you should choose a unique and memorable LLC name to make your business stand out from the competition. You will also need to follow Connecticut’s LLC naming rules.
According to Connecticut law Conn.Gen.Stat.§34-243k(a), your LLC’s name must:
- Contain the term “Limited Liability Company” or the approved abbreviations “L.L.C.” or “LLC.” If you like, you can shorten “limited” to “Ltd.” and “company” to “co.”
- Differ from the names of existing businesses already registered with the Connecticut Secretary of the State.
Search Your LLC Name.
To find out if your desired name is available in Connecticut, you should run a name search on the Connecticut Secretary of the State website. If another business already uses your name, you will need to find a different one.
Check for Domain Name and Trademark Registration.
You will also want to make sure you are not infringing on a trademarked or domain name. Search the LLC business name online to see if the domain name is available. If so, consider registering the domain name for a business website. To check for trademarks, you can look up the name on the United States Patent and Trademark Office (USPTO) website for prior registration.
Reserve Your LLC Name.
If you are not ready to file the certificate of organization, you may apply with the Secretary of the State to reserve your LLC name for 120 days per Conn.Gen.Stat.§34-243l. You can file online or by mail. The fee to reserve your name is $60. When applying online, you will need to create an account.
Protect Your LLC Name.
Your company name is an integral part of your business and brand. Protect your name with trademark registration in Connecticut or with a federal trademark at the USPTO. You can register a trademark online with the Secretary of State and pay a $50 registration fee.
Get a Registered Agent
Before you start an LLC in Connecticut, you must select a registered agent under Conn.Gen.Stat.§34-243n. A registered agent is a person or entity who agrees to accept legal papers for the business, including service of process if someone sues your LLC.
Your Connecticut registered agent may be one of the following:
- An individual who is a full-time resident of Connecticut (including an LLC member or manager)
- A Connecticut business entity
- A foreign business entity that has a certificate of authority to transact business in Connecticut
- The entity or individual who acts as your registered agent must have a physical address in Connecticut (not a P.O. Box)
If none of your LLC members are willing to act as the registered agent, you should consider a professional registered agent service. With a registered agent service, you pay another individual or business to accept legal papers for the company.
File a Certificate of Organization
To start your LLC, you must file a certificate of organization with the Connecticut Secretary of State and submit a $120 filing fee.
A certificate of organization is a legal document that provides basic information about your company. In Connecticut, per Conn.Gen.Stat.§34-247, the certificate of organization filing must include the following basic information:
- Your LLC’s name and address
- The registered agent’s name and address
- The name of at least one manager or member
- A statement about whether the LLC is manager-managed or member-managed
You can file your certificate of organization online at the Connecticut Secretary of the State website. You will need to sign in or create a new account. If you prefer, you can file by mail.
If you set up an account with the Connecticut Secretary of State, make a note of your login credentials. You can later use it to file your LLC’s annual report.
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Draft an Operating Agreement
Connecticut law does not require operating agreements, but it’s a good idea to have one. The LLC operating agreement is a contract among your LLC members, similar to corporate bylaws. It’s an internal document that you will not file with the state. You will use it to govern issues such as:
- Member rights and responsibilities
- Voting rights
- Buyout procedures
- Percentage ownership
- Procedures to dissolve your LLC
- Any other important agreements or issues
Having an operating agreement promotes more organized operations for your business. It also helps avoid future disagreements among members. Even single-member LLCs should have operating agreements. Although single-member LLCs don’t have to worry about disputes among members, an operating agreement helps to add legitimacy to their limited liability status. Further, you may need to show this document to certain professionals to obtain services for your business.
Get an Employer Identification Number (EIN)
An Employer Identification Number (EIN) is a unique number that the Internal Revenue Service (IRS) issues. It helps to identify your company, especially for tax purposes. You can think of it as a Social Security number for businesses.
Unless you have a single-member LLC with no employees, you need to get an EIN. You will use your EIN to file taxes, pay employees, open a business bank account, and apply for business credit cards.
You can file for a free EIN by mail, fax, or online on the IRS website.
Set Up Business and Tax Accounts
Depending on the location and nature of your business, your tax and licensing requirements will vary. You may need local, state, or federal business licenses. Visit the Connecticut Department of Revenue Services website to learn about your state tax obligations. For example, if you are selling goods, you may need to collect sales taxes. Further, if you have employees, you must register for withholding taxes.
Check for Additional Federal or State Requirements
Check state and federal websites to determine if there are any specific rules for your business. For example, some LLCs may have to file a Beneficial Ownership Information Report (BOIR) with FinCEN. Under current law, LLCs created in the United States are “domestic reporting companies” and are exempt from the BOIR requirement.
However, laws may change, so stay up to date with state and federal requirements.
Business and Tax Requirements
When you start a new business in Connecticut, you must register for taxpayer accounts. Check with the state and local governments for your LLC’s business requirements.
State Business Tax
You may choose the tax structure for your LLC. Consult an accountant or business attorney for what is best for you and your business. If you choose corporate taxation for your LLC, the LLC must pay corporate state tax on the LLC’s income. If you set up your LLC for pass-through taxation, the members pay a state tax based on their share of the income on their individual income tax returns.
State Employer Tax
If you hire employees, the LLC pays employment taxes. Employers in Connecticut must do the following:
- Report any new hires with Form CT-W4 within 20 days of employment date
- Set up withholding tax accounts with the Department of Revenue Services (DRS)
- Register for an unemployment insurance account
- Provide workers’ compensation insurance
Sales and Use Taxes
When you register your new business with the Connecticut Department of Revenue, you set up a sales and use tax account if you sell, rent, or lease goods. The sales tax is 6.35% for most goods, but certain items, such as motor vehicles or jewelry, have different sales tax rates.
Business Licenses and Permits
If you need a federal license, visit the Small Business Administration (SBA) website. You can find comprehensive information about the types of businesses that must apply for federal licenses.
To learn about your state licensing requirements, you should visit Connecticut State’s online License and Permit Center. For local permits, you should contact the city or county clerk where your business operates.
Registration in Other States
If you want your LLC to operate in another state, you must register your LLC as a foreign LLC authorized to do business in that state. Contact the Secretary of State’s office in that state for the requirements. You apply as a foreign LLC and pay a fee. Most states require a certificate of good standing from your LLC’s home state. The certificate of good standing in Connecticut is called a certificate of legal existence. Additionally, you must follow that state’s rules for registering business tax accounts, especially if you hire employees and have a business in that state.
Annual Requirements in Connecticut
To keep your Connecticut LLC in good standing, you must submit a yearly report to the Secretary of the State. An annual report confirms the foundational information about your LLC. This includes the LLC’s name and address, information about the registered agent, and other basic details. You will find this very similar to the details you provided in your certificate of organization.
Connecticut LLC annual reports are due between January 1 and March 31 of every year. You will submit your first one before March 31 of the calendar year after you create your LLC. The Secretary of the State’s office will send you an email or a postcard to remind you of this about a month before your report deadline.
You can submit your annual report at Ct.gov. At the time of this writing, the filing fee is $80.
Connecticut LLC Formation FAQs
It costs $120 to submit your certificate of organization.
Each year after the formation year of your LLC, you must file an annual report and pay an annual report fee of $80. There are additional fees if you need to amend the information in your certificate of organization. You can access a full list of these fees at the state of Connecticut’s business fee schedule. There is no longer a business entity tax in Connecticut.
- Single-Member LLC. A single-member LLC is an LLC with only one owner, similar to a sole proprietorship.
- Multi-Member LLC. A multi-member LLC is an LLC with more than one owner.
- Professional Service LLC. A professional service limited liability company is another business entity option for licensed professionals such as doctors, lawyers, and accountants and provides some liability protection.
The certificate of organization is the initial document to establish your LLC in Connecticut. Other states refer to it as "articles of organization" or "articles of formation." It is proof your LLC exists and that the Connecticut Secretary of State approved it. You may need your certificate of organization to open business bank accounts, credit card merchant accounts, or apply for business licenses. You can request a copy of the certificate of organization from the Secretary of State.
A certificate of legal existence proves your LLC exists in Connecticut and complies with tax and filing obligations. Other states refer to this as a certificate of good standing.
A certificate of legal existence is not required but can be obtained online from the CT.gov site for $50. You may need one to open a business bank account, apply for government contracts, or register as a foreign LLC.
To form your Connecticut LLC, you must file a certificate of organization. You must designate a registered agent. You will need to file an annual report. While Connecticut does not require you to file an LLC operating agreement, completing one is an essential part of your business plan and not only helps you plan for growth but clarifies member responsibilities.
One of the main reasons to start a Connecticut limited liability company is for liability protection. With limited liability protection, LLC owners are only responsible for the company’s liabilities up to the amount they invested in the company. This is a significant advantage because LLC owners’ personal assets are not at risk for business debts and liabilities.
An LLC also offers the advantage of pass-through taxation the same way a partnership does. With pass-through taxation, LLC members report the company’s profits on their personal tax returns. This can be preferable to corporate taxation. When corporations pay taxes, they can be subject to taxation at the corporate and personal levels. This is known as double taxation.
Each year you must file an annual report for your LLC with basic information about your LLC. The report is due between January 1 – March 31. There is also a $80 filing fee. You must submit annual reports to obtain a certificate of legal existence, which may be necessary for financial transactions. Further, you risk that the Secretary of the State will move to dissolve your LLC against your will.
No. A certificate of organization establishes your LLC in Connecticut. An LLC operating agreement is different from a certificate of organization. An operating agreement creates rules for your organization and is an internal business document. The certificate of organization filed with the Connecticut Secretary of State is a public document.
Yes. If your LLC would like to do business under any name other than the one you have registered with the state, you will need to file a trade name with the town clerk in your area. A trade name is also known as a “fictitious name,” “doing business as,” or “DBA.”
While state law does not require a general business license, some occupations and professionals are required to obtain them. Check the license and permit center for more information. In addition, your local town or county may require permits or licenses, so check with your city or county clerk.
Yes. You can file for an LLC online at the CT.gov business page. You must create a user account to file online.
Mail LLC formation papers to:
Business Services Division
Connecticut Secretary of the State
P.O. Box 150470
Hartford, CT 06115-0470
Deliver documents in person at:
Business Services Division
Connecticut Secretary of the State
165 Capitol Avenue, Suite 1000
Hartford, CT 06106
Yes. If you choose not to be your own registered agent, you can use a registered agent service. The advantages of using a registered agent service include the following:
- A registered agent keeps your business private. They are the point of contact with the Connecticut Secretary of State. Any business disputes or service of process goes to your registered agent, not your business address, or in front of your customers.
- A registered agent helps with your business needs. As you expand your operations or register as a foreign LLC, you may need a copy of your certificate of organization or certificate of legal existence. They can get these documents for you.
- A registered agent is available during regular business hours. Registered offices must be open during regular business hours to accept service of process. You may only sometimes be available at your registered office.
If you set up an LLC in Connecticut, it is known as a domestic LLC. If you form an LLC in another state and choose to do business in Connecticut, it is known as a foreign LLC.
If you want your Connecticut LLC to do business in another state, you register as a foreign LLC in that state. Generally, to register as a foreign LLC, you must:
- See if your business name is available for use in the new state
- Complete the application as a foreign LLC in the new state
- Provide a certificate of legal existence of your Connecticut LLC (if required)
- Pay the application fee
- Set up any necessary business or tax accounts in the new state
- File annual reports in the new state (if required)
Yes. If you created your LLC outside of the state, you could still do business in Connecticut. But first, you need to register your LLC with the Secretary of the State. To do so, you must file a foreign registration statement and submit a $120 filing fee.
Before submitting this paperwork, you should make sure that your LLC name is available in Connecticut.
If you want to close your Connecticut LLC, you will need to file a certificate of dissolution. However, before dissolving your LLC, follow any dissolution procedures in your LLC operating agreement and close all tax and business accounts. There is no fee to file a certificate of dissolution.
While some states offer anonymous LLCs where members’ information is kept private, Connecticut does not provide this. However, entrepreneurs concerned about their privacy can use a registered agent service to keep their contact information confidential.
Disclaimer: The information presented here does not constitute legal advice or representation. It is general and educational in nature, may not reflect all recent legal developments, and may not apply to your unique facts and circumstances. Consider consulting with a qualified business attorney if you have legal questions.
How to Start an LLC in Other U.S. States
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