For new companies, forming as an LLC is often the best option as it is an uncomplicated business structure that affords business owners legal protection by separating personal assets from business debts. Additionally, LLCs often enjoy a lower tax rate than corporations. However, forming an LLC can be a little complicated, and each U.S. state has a unique checklist for starting an LLC with minor procedural variations.
Forming an LLC in Connecticut more or less follows the same process as it does in other states, although filing fees are a bit above average. To avoid a misstep in the filing process, follow these steps to start an LLC in Connecticut, and refer to the checklist at the bottom of the post to familiarize yourself with the legal and financial requirements for LLCs in the state.
Starting an LLC in Connecticut step-by-step
1. Select a name for your Connecticut LLC
Follow naming requirements
There are 2 major guidelines to follow when naming your LLC in the state of Connecticut:
- The name of your LLC must be distinguishable compared to the names of business entities already on file with the Connecticut Secretary of State.
- The name of your LLC must include the words “Limited Liability Company” or either of the abbreviations “L.L.C.” or “LLC”.
Reserve your LLC name with the Secretary of State
After selecting a name for your LLC, you must reserve it with the Connecticut Secretary of State. First, check that the name is available for use using the Connecticut Secretary of State business name database.
If the LLC name is available, go ahead and reserve the name for up to 120 days by filing an Application for Reservation of Name. The application must be mailed to the Connecticut Secretary of State’s office and the filing fee is $60.
2. Designate a registered agent
As in every U.S. state, forming an LLC in Connecticut requires the appointment of a registered agent service to handle state and federal legal documents and service of process on the business’s behalf.
The registered agent must be a state resident or business with a street address in Connecticut OR if the individual or business is based out-of-state, they must have a certificate of authority that allows them to do business in Connecticut.
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3. File a Certificate of Organization
Now you can file a Certificate of Organization with the Connecticut Secretary of State to legally form your LLC in the state. You have the option of filing the certificate online or through the mail, and the filing fee is $120. Payment of the fee must be made by credit card.
Note: To file online you will need to log in (or sign up) for a ct.gov account.
Your Certificate of Organization must provide the following details:
- LLC name
- LLC principal address
- Registered agent name and address
- LLC organizer name and address
- Names and address of one or more LLC members and/or managers
- LLC organizer signatures
- The LLC’s email address
Foreign LLCs formed outside of Connecticut that intend on doing business in the state must register with the Connecticut Secretary of State.
Follow these steps to render your LLC eligible to do business in Connecticut:
- Comply with Connecticut LLC naming guidelines and confirm that the LLC name is available for use in the state using the Connecticut Secretary of State business name database.
- Appoint a Connecticut registered agent to handle service of process.
- File a Foreign Registration Statement, Limited Liability Company with the Connecticut Secretary of State. Filing can be done online or by using postal mail. The filing fee is $120.
4. Draft an operating agreement
Although not a legally mandated step for forming an LLC in Connecticut, drafting a comprehensive LLC operating agreement is strongly recommended for all nascent limited liability companies.
The operating agreement should do the following:
- Describe the LLC’s business structure
- Establish the individual responsibilities and obligations of LLC members
- Detail how the LLC will be run
Without an operating agreement clarifying the specific duties of its members, an LLC may face significant legal and operational difficulties.
5. Obtain an IRS Employer Identification Number (EIN)
All newly formed LLCs in the United States must acquire an Employer Identification Number (EIN) from the Internal Revenue Service (with the exception of single-member LLCs).
The nine-digit EIN is like a social security number for a business and is necessary to pay income tax, file tax returns, open business bank accounts, and to perform many other important functions.
You can apply for an EIN online on the IRS website without paying a filing fee.
6. Fulfill your Connecticut LLC’s additional legal obligations
Once an LLC is registered, its members must devote attention to fulfilling legal requirements that apply for the duration of the company’s existence.
LLCs based in Connecticut are required to file an annual report with the Connecticut Secretary of State. The only option is to file the report online and the filing fee is $80. Annual reports are due between January 1 to April 1 beginning with the first calendar year after the LLC was formed.
State Tax Requirements
LLCs with employees and those that collect sales tax must register with the Connecticut Department of Revenue Services in order to file the appropriate tax forms. Connecticut DRS Registration can be done online, by postal mail, or by hand delivery of the form.
A Connecticut LLC may be required to obtain one or more licenses, permits, or certifications issued at the state or local level depending on the nature of its business.
For information on state licenses and permits, check the Connecticut Economic Resource Center. For consultation on fulfilling local licensing requirements, contact a city clerk in the municipality where your LLC is based.
Connecticut LLC checklist
A Connecticut LLC’s name must obey the following guidelines:
- The LLC name must be distinguishable from the names of existing business entities on file with the Connecticut Secretary of State.
- The LLC name must include the words “Limited Liability Company” or either of the abbreviations “L.L.C.” or “LLC”.
Required formation documents and filing fees:
- Application for the Reservation of Name – $60 filing fee
- Certificate of Organization – $120 filing fee
- An LLC is formed in Connecticut through the filing of a Certificate of Organization with the Connecticut Secretary of State.
Regular legal obligations:
- Annual reports – Must be filed once a year by Connecticut LLCs between January 1 and April 1
- Connecticut Department of Revenue Services registration – Required of certain Connecticut LLCs depending on the nature of their business.
- Business licenses – Required of certain Connecticut LLCs depending on the type of business.
- Biennial Business Entity Tax – Connecticut LLCs must pay this $250 tax every other year