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How to Form an LLC in Connecticut

Limited liability companies (LLCs) are a type of business structure that is popular with small business owners. One of the main reasons to start an LLC is for the 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 big 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 in the same way that 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 both at the corporate and the personal level. This is known as double taxation.

If you would like to benefit from the personal liability protection and simplicity of a Connecticut LLC, just follow along with the seven steps below.

We make business formation EASY. Learn about our DIY business formation services here.

Step One: Choose a Unique Name for Your LLC

To make your business stand out from the competition, you should choose a distinctive and memorable LLC name. You will also need to follow Connecticut's LLC naming rules.

According to the Connecticut Uniform Limited Liability Company Act, 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."
  • Be different from the names of existing businesses that are already registered with the Connecticut Secretary of the State.

To find out if your desired name is available in Connecticut, you should run a name search at the Connecticut Secretary of the State website. If another business is already using your name, you will need to find a different one.

If no other Connecticut businesses have registered your name, you should continue searching. The U.S. Patent and Trademark Office (USPTO) provides a searchable trademark database. To avoid infringing on another company's trademark, you will need to make sure that your business name does not match another one in this database.

Step Two: Select a Connecticut Registered Agent

Before you start an LLC in Connecticut, you must select a registered agent. A registered agent is a person or entity who agrees to accept legal papers for the business. This includes service of process if someone sues your LLC.

Your 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. A P.O. box will not suffice.

If none of your LLC members are willing to act as registered agent, you should consider a registered agent service. With a registered agent service, you pay a fee to another individual or business to accept legal papers for the business. You can easily find options for this service by doing a simple internet search.

Step Three: File a Certificate of Organization

To start your LLC, you will need to file a Certificate of Organization with the state and submit a $120 filing fee.

A Certificate of Organization is a legal document that provides fundamental information about your company to the state of Connecticut. In other states, this is called articles of organization.

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. There, you will need to sign in or create a new account. If you prefer, you can file by mail.

You should make a note of your login credentials if you file online. You can later use these to file your LLC's annual report.

Step Four: Create an Operating Agreement

Connecticut law does not require operating agreements, but it's a good idea to have one. An LLC operating agreement shouldn't be confused with the certificate of organization. The 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 form a contract on issues such as:

Having an operating agreement promotes more organized operations for your business. It may also help to avoid future disagreements among members. Even single-member LLCs should have operating agreements. Although single-member LLCs don't have to worry about disagreements 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.

Step Five: Get an Employer Identification Number

An Employer Identification Number (an 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 will 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 with the IRS.

Step Six: Comply with Tax and Licensing Requirements

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.

Licensing Requirements

If you think you may need a federal license, you should visit the Small Business Administration (SBA) website. There, 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 your city or county clerk.

Tax Requirements

To avoid future legal problems and audits, you should make sure to file your taxes accurately and promptly.

Your federal tax obligations will include self-employment tax and personal income taxes. You can obtain comprehensive information about your federal tax obligations from the IRS website.

To learn about your state tax obligations, you should visit the Connecticut Department of Revenue Services website. Your state taxes will depend on the type of business you run. For example, if you are selling goods, you may need to collect sales taxes. Further, if you have employees, you will need to register for withholding taxes.

For more information on filing your LLC's taxes, visit FindLaw's Filing LLC Taxes page. If you have any additional tax concerns, you should talk to an experienced Connecticut attorney.

Step Seven: Submit Annual LLC Reports

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 to be very similar to the details you provided in your Certificate of Organization.

Connecticut LLC annual reports are due between January 1st and April 1st of every year. You will submit your first one before April 1st of the calendar year after you created 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 prior to 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 FAQs

Can I reserve my LLC name?

Yes. You may file an application with the Secretary of the State to reserve your LLC name for 120 days. 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. This is free to do.

Can I operate my foreign LLC in Connecticut?

Yes. If you created your LLC outside of the state, you can still do business in Connecticut. But you need to register your LLC with the Secretary of the State first. To do so, you need to file a Foreign Registration Statement and submit a $120 filing fee.

Before submitting this paperwork, you should make sure that your LLC name is not already taken by another Connecticut business. Checking for name availability is covered in more detail in Step One: Choose a Unique Name for Your LLC above.

How much does it cost to create an LLC?

There are filing fees associated with LLC business formation filings in Connecticut. At the time of this writing, it costs $60 for business owners to reserve their LLC name. It costs $120 to submit your certificate of organization, and $80 to file an annual report. 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.

What if I don't file an annual report?

You should mark your calendar to file your annual report between January 1st and March 31st of every year following the creation of your LLC.

If you fail to submit annual reports, you will not be able 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.

Filing an annual report is easy in Connecticut. Just visit Ct.gov., fill out the online form, and submit an $80 state fee to keep your business in good standing.

How can I get a Certificate of Legal Existence?

A Certificate of Legal Existence is often called a Certificate of Good Standing in other states. Financial institutions like banks and insurance companies may request this document before offering services to your LLC.

To obtain a Certificate of Legal Existence, you can apply online at Ct.gov. If you submitted your Certificate of Organization online, you can use the same login credentials to make this request.

Forming an LLC in Connecticut? Get Help from an Attorney

Fortunately, forming an LLC in Connecticut can be a straightforward process with FindLaw's Business Formation Service. However, if you have specific questions about your business, contact a business organizations attorney (link) near you today. However, if you think you'll need more legal assistance beyond just filing your paperwork, then help is available from an experienced Connecticut business organizations attorney.

Forming an LLC in Connecticut: Related Resources

LLC Member Tax FAQs

Starting a Limited Liability Company Checklist

Note: State laws are always subject to change through the passage of new legislation, rulings in the higher courts (including federal decisions), ballot initiatives, and other means. While we strive to provide the most current information available, please consult an attorney or conduct your own legal research to verify the state law(s) you are researching.

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