Form a Connecticut Corporation
Form a Connecticut corporation, the right way, with LawInc. We are Connecticut incorporation experts and will make sure your Connecticut corporation complies with all requirements set forth by the Connecticut Secretary of State. Click “Order Now” to start your Connecticut incorporation now.
Incorporating in Connecticut
Incorporating in Connecticut can be vital to businesses based in Connecticut. At LawInc, we prepare your Connecticut corporation Certificate of Incorporation, bylaws, stock certificates, stock ledger and more. We can even obtain your Connecticut corporation Tax ID number and file your S corporation election with the IRS.
Connecticut Incorporation Information
The following Connecticut incorporation information will likely be helpful when deciding to incorporate in Connecticut.
Connecticut Corporation Name
The first step in forming an Connecticut corporation is selecting the business name. Connecticut corporation names:
- Must end with “Corporation,” “Corp.,” “Incorporated,” “Inc.,” “Limited” or “Ltd.”
- Cannot contain a words or phrase that indicates or implies that the corporation is organized for a purpose other than the purpose contained in its articles of incorporation and other than that permitted by Connecticut law.
- Cannot contain the words “limited liability company” or “limited company” or the abbreviations “L.L.C.”, “L.C.”, “LLC” or “LC”, in uppercase or lowercase letters.
- Must be unique from any other registered Connecticut corporation, non-profit corporation, foreign corporation, partnership, LLC, fictitious name, reserved or registered name on record.
An available Connecticut corporation name may be reserved for a 120-day period.
LawInc.com permits you to choose up to three names and will conduct a name search for your Arkansas corporation, prior to filing.
Connecticut Corporation Formation
Connecticut Filing Procedure: Submit one executed copy of the Connecticut Certificate of Incorporation to the Connecticut Secretary of State. Submit one executed copy of the Organization & First Report Form to the Connecticut Secretary of State within 30 days of the date on which the corporation holds its organizational meeting.
Connecticut Incorporation Filing Fees: Connecticut corporation filing fee is $250 (up to 20,000 shares). $150 for filing Organization & First Report Form within 30 days after the organizational meeting.
Connecticut Corporation Purpose Clause: It is acceptable to state either alone or with a specific purpose clause, “The purposes for which the corporation is organized shall be to transact any and all lawful business for which corporations may be incorporated pursuant to the provisions of the Connecticut Business Corporation Act.”
Connecticut Authorized Shares and Minimum Paid in Capital: No provision regarding authorized shares or minimum paid in capital. However, the maximum number of authorized shares for the minimum franchise tax is 20,000 shares whether with a par value or without par value.
Connecticut Corporation Directors: The Connecticut corporation board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the Articles of Incorporation or bylaws.
Connecticut Limitations of Directors’ Personal Liability: The articles of incorporation may eliminate or limit the liability of a director to the corporation or its shareholders for money damages for any action taken or any failure to take any action as a director, except (1) liability for the amount of a financial benefit received by a director to which the director is not entitled, (2) an intentional infliction of harm on the corporation or the shareholders, (3) unlawful distributions, and (4) an intentional violation of criminal law.
Connecticut Incorporator: Minimum number of Connecticut incorporators is one (1) (a person -person means an individual or an entity) and there is no requirement that the incorporator be a resident of Connecticut.
Connecticut Registered Agent: An Connecticut corporation must maintain a registered agent and office to receive service of process in Connecticut. The Connecticut registered agent should be available, at an Connecticut physical address, during normal business hours to accept important legal and tax documents on behalf of the Connecticut corporation.
Connecticut Professional Corporation: Professionals like accountants, attorneys and physicians are permitted to form Connecticut professional corporations.
Connecticut Cumulative Voting: Cumulative voting is automatically granted unless specifically denied.
Connecticut Limitations of Directors’ Liability: The certificate of incorporation may contain a provision limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of duty as a director to an amount that is not less than the compensation received by the director for serving the corporation during the year of the violation if such breach did not (A) involve a knowing and culpable violation of law by the director, (B) enable the director or an associate to receive an improper personal economic gain, (C) show a lack of good faith and a conscious disregard for the duty of the director to the corporation under circumstances in which the director was aware that his conduct or omission created an unjustifiable risk of serious injury to the corporation, (D) constitute a sustained and unexcused pattern of inattention that amounted to an abdication of the director’s duty to the corporation, or (E) create liability, provided no such provision shall limit or preclude the liability of a director for any act or omission occurring prior to the effective date of such provision.
Connecticut Corporation Post-Filing Requirements
Connecticut Corporation Annual Report: The Connecticut Secretary of State requires that Connecticut corporations file an annual report annually or biennially, depending on the schedule set by the secretary, and the first report must be filed within 30 days after its organizational meeting. The Connecticut Annual Report should include the corporation’s name, principal office and names and director and officer addresses.
Connecticut Corporation Connecticut Publication: There is no Connecticut corporation publication requirement.
Connecticut Corporation Corporate Minutes: Connecticut corporations should hold and document annual shareholder and director meetings.
Connecticut Corporation Taxation
For Connecticut tax rate information, visit: http:/www.ct.gov/drs/cwp/view.asp?a=1454&q=277146
Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. All corporations should obtain an EIN.
Connecticut Corporation Dissolution
Connecticut Corporation Dissolution Requirements: In order to dissolve a Connecticut corporation, the members or managers must file Articles of Dissolution with the Connecticut Secretary of State. The fee for filing a Connecticut Articles of Dissolution is $50.
Federal/IRS Dissolution Requirements: Corporations are required to file IRS Form 966, Corporate Dissolution or Liquidation. A final tax return should be filed with the IRS. Form 966 should be filed along with the final tax return.