Connecticut LLC Basics & Helpful Information
General Overview of how to form a Connecticut LLC
This article is meant to be a general overview of the Connecticut LLC formation process and other basic issues related to LLCs.
Initial Filing Fees
Connecticut LLC Filing Fees
The Connecticut filing fee for the Certificate of Organization (to create a Connecticut LLC) is $120.00. You can expedite (processed within 24 hours) the filing for an additional $50.00
Filing Time Frame
Connecticut Filing Time
It generally takes takes 48 hours after receipt for the Connecticut Secretary of State to process the Certificate of Organization. Yuu can cut this time down to 24 hours by requesting and paying for expedited service.
Annual Compliance & Fees
Connecticut Annual Compliance Requirements
An Annual Report is due yearly between Jan 1 and March 31 starting the year after formation. You can file the annual report online. The filing fee for the annual report is $80.00.
Form an LLC in Connecticut
You can use this checklist to help guide you through the process of forming a Connecticut LLC:
Step 1: Decide on a Business Name
The first step in creating an LLC in Connecticut is naming your business. You’ll need to check with the Connecticut Secretary of State to make sure the name you’ve chosen is available. You can do this online through a search of the Connecticut Secretary of State’s Business Records.
It is also highly recommended that you check the US Patent and Trademark Office to see if someone has a federal trademark of the business name you want (the Connecticut Secretary of State will not check other state’s databases or the federal trademark database). You can click here to have a comprehensive name availability search performed for you.
Under Connecticut law, your LLC name must include business designation, such as Limited Liability Company, LLC, L.L.C., Limited Liability Co., Ltd. Liability Company, or Ltd. Liability Co., and the name must be distinguishable from all other active business names on record with the Connecticut Secretary of State.
Connecticut Trade Name
A trade name is similar to a “doing business as” (DBA) name. Although a trade name is not legally required, it is a wise business practice. Trade names are registered at the local/municipal clerk’s office for a fee of $5.00, and not with the Connecticut Secretary of State. Connecticut trade names are only applicable in Connecticut and are not substitutes for a national trademark filing.See more info on Connecticut Trade Names →
Step 2: Register your LLC with the State
Connecticut Certificate of Organization
Your Connecticut LLC is formed by signing and filing Certificate of Organization with the Connecticut Secretary of State. You can also e-file the Connecticut Certificate of Organization. The Secretary of State staff will examine the Certificate for statutory compliance and will either approve it for filing or reject the Certificate of Organization with instructions on how to resubmit the document.
The Certificate of Organization should include at a minimum:
- Name and Address of Filing Party
- Name of the Connecticut LLC
- Statutory Agent’s Name, Physical Address, and Signature
- Principal Address (and Mailing Address, if different)
- Description or Purpose of the Business
- Management Structure (i.e. Member-Managed or Manager- Managed)
- Name of Members or Managers
- Duration of LLC
- Entity Email Address
- Organizer’s Name and Dated Signature
Connecticut Statutory Agent Information
Connecticut law requires that the LLC have a Statutory Agent (same as a Registered Agent in other states), which is an individual or a business entity the LLC appoints for the purpose of accepting service of process (lawsuit papers or legal documents) for the LLC. An LLC cannot be its own statutory agent, but the LLC can appoint one of its members or managers as the statutory agent. Or, a statutory agent may be a Connecticut corporation, limited liability company, limited liability partnership or statutory trust, or a foreign corporation, limited liability company, limited liability partnership or statutory trust, which has obtained a Certificate of Authority to transact business in Connecticut and has a Connecticut permanent address on file with the Secretary of State. The statutory agent must sign the Certificate of Organization accepting the appointment.Read more about Statutory Agents →
Step 3: Create and Sign the LLC’s Governing Document
The governing document for an LLC is called the “company agreement” or sometimes the “operating agreement”. The company agreement is to an LLC like a partnership agreement is to a partnership (or bylaws to a corporation). The company agreement governs the internal operation of the LLC and is typically a private document that is kept in the company book and the principal place of business (it is NOT filed with the state). The company agreement can address many issues, some of the more common concepts found within a company agreement are:
- Limitations on the members liabilities
- The level of consent needed to take various actions (i.e. simple majority required to add new members)
- The percentage of the LLC that each member owns
- How profits and losses are allocated between the members (typically based on ownership percentages)
- Limitations on transferability
- What each member is contributing to the LLC and what happens is such contributions are not made.
- The authority of the members, officers, managers, committees, etc.
- How meeting are conducted
One of the reasons we recommend using an LLC formation company like IncFile is that they can provide you with a company agreement in connection with their LLC formation services.
Step 4: Get an EIN
After you form an LLC in Connecticut, you can get the EIN. There are a few different ways to get an EIN:
- Apply Online Yourself: The IRS has an online EIN Application you can use to get an EIN. The turn around time on the EIN using this method is only a few minutes.
- Use Form SS-4: You can get an EIN the old fashion way by completing Form SS-4 and mailing or faxing into the IRS. How long does it take to get the EIN this way? According to the IRS: if you mail in Form SS-4, it will take 4-5 weeks to get your EIN. If you fax in Form SS-4 you should have the EIN back in a week if you provide a fax number or 2 weeks if you don’t have a fax number.
- Have a Third-Party Obtain: All of the LLC formation companies have the ability to get the EIN for you. The EIN obtainment charge varies by company, but it is generally between $50 and $100. If you get one of the higher priced packages, they will sometimes throw in the EIN for free.
Step 5: Get Licenses and Permits
After you create your new Connecticut LLC, you’ll need to determine if your business/profession requires any licenses or permits to conduct business.Read more about Connecticut Licensing and Permitting →
Registering a Foreign LLC in Connecticut
If you have a non-Connecticut LLC (aka Foreign LLC) and you are doing business in Connecticut, you may need to register the Foreign LLC in Connecticut. Each state has a different definition of “doing business”. In Connecticut, the kinds of activities that would and would not constitute “doing business” are outlined in the Connecticut General Statutes, Section 34-235.
The filing fee for the Foreign LLC Registration Statement in Connecticut is $120.See more about registering a foreign LLC in Connecticut →