For already prepared documents, skip to step 3
Step 1: Check Name Availability
Choose three corporate names in order of preference and we check for availability.
Step 2: Prepare or Upload your Articles
Our online form will walk you through all required information.
Step 3: Specify Service Level and Service Options
Select the appropriate filing package or choose from the a la carte options.
Routine: 10 business days
Rush: 24 hours
Email confirmation within one hour during normal business hours.
Your filing is now on its way!
If we receive your Connecticut Articles of Incorporation by 12:00 p.m. PST M-F, your corporation will be submitted and could be active by 5:00PM. This means your company will be given the submission date as your file date. If you mail the document to the state, like many filing services do, you may have to wait at least a month for proof of filing.
Your Post-Filing Responsibilities
- File a Statement of Information: After the Articles of Incorporation are filed, the Secretary of State requires that you file a Statement of Information.
- Employer Identification Number: If you would like, we can obtain your EIN for your new company. Add it to your order and we will obtain the EIN within 24-48 hours.
- Connecticut Corporate Kit: Our Kits include a custom binder, seal embosser, bylaws and meeting minutes, 20 Stock certificates, and more. You can order your kit at the time of filing or if you prefer, you can place the order individually at our Corporate Kit order page.
Add these optional services to your order at the time of filing:
- Certificate of Good Standing: You may need additional copies if you are going to qualify or register in other states. Most certificates are good for 90 days.
- Additional Certified Copy of Articles: You may need this in the future for banks, loans, or professional licensing requirements.
The SunDoc Filings Advantage
- We have filed thousands of documents since 1999
- All filings received by 12 p.m. PST are submitted same day
- Most filing companies mail in your filings
Corporate Formation Guidelines
CORPORATE NAME The corporate name must contain any of the following: corporation, company, or incorporated, or the abbreviation corp., co., or inc. A corporate name found to be available may be reserved with the Secretary of State for a 120 day period.
PERIOD OF DURATION If the period of duration is less than perpetual, then it should be stated in the Articles of Incorporation.
PURPOSES CLAUSE It is acceptable to state either alone or with a specific purpose clause, “The purpose of the corporation is to engage in any lawful act or activity for which corporations may be formed under the Connecticut Business Corporation Act.”
AUTHORIZED SHARES AND MINIMUM PAID IN CAPITAL The maximum number of authorized shares for the minimum Franchise Tax is 20,000 shares whether with a par value or without par value. The minimum amount of paid in capital required to commence business is $1,000.
PREEMPTIVE RIGHTS / CUMULATIVE VOTING
Preemptive rights are denied in absence of a specific grant.
Cumulative voting is automatically denied unless specifically granted.
REGISTERED AGENT AND REGISTERED OFFICE The corporation must maintain a registered agent and office to receive service of process in Connecticut.
DIRECTORS / INCORPORATOR The minimum number of directors is one (1). Minimum number of incorporators is one (1) and there is no requirement that the incorporator be a resident of Connecticut. The certificate of incorporation may contain, within the limitations prescribed by the Connecticut Business Corporation Act, a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for the breach of fiduciary duty as a director.
AGGREGATE NUMBER OF SHARES FRANCHISE TAX Not exceeding 10,000 shares 1¢ per share. Exceeding 10,000 shares but not 100,000 $100 plus 1/2¢ (.005) per exceeding share in shares excess of 10,000 shares. Exceeding 100,000 shares but not exceeding $550 plus 1/4¢ (.0025) per share in excess of 1,000,000 shares 100,000 shares. Exceeding 1,000,000 shares $2800 plus 1/5¢ (.002) per share in excess of 1,000,000 shares.
ANNUAL REPORT Connecticut requires corporations to file an initial report with the state within 30 days of the date of the corporation’s organizational meeting. Connecticut requires corporations to file an annual report on or before the last day of the incorporation anniversary month. Connecticut also has a franchise tax for corporations that is due at the time of incorporation and when a corporation’s authorized shares are increased via amendment, merger, etc. The franchise tax fee is calculated on the number of authorized shares, and there is a minimum fee of $150.
Connecticut Corporate Frequently Asked Questions
Why choose SunDoc Filings?
SunDoc Filings can help you form a Connecticut corporation with the Connecticut Secretary of State on an expedited basis. To form a corporation in Connecticut or form a Connecticut subchapter S corporation, you must file the Connecticut Articles of Incorporation with the Connecticut Secretary of State. SunDoc Filings has been forming Connecticut corporations since 1999 and knows the state’s requirements to handle your formation professionally and without delay. Let us make the Connecticut incorporation process quick and painless for you by preparing and filing the Connecticut Articles of Incorporation with the Connecticut Secretary of State on your behalf.
How do I form a Connecticut Corporation?
First, we check corporate name availability with the Connecticut Secretary of State. Second, we prepare the Connecticut Articles of Incorporation. Third, before we form the Connecticut corporation, we verify that the Articles of Incorporation are free of errors. Fourth, we file the Articles of Incorporation with the Connecticut Secretary of State. Fifth, when the Connecticut Secretary of State files the Connecticut Articles of Incorporation, we will return the filed document to you.
What are the advantages of forming a Connecticut Corporation?
To begin with, there is the protection of the "corporate veil" that provides limited liability to the owners (shareholders). The shareholders are not personally liable for debts and obligations of the corporation. They can personally lose only to the extent of their investments in the Connecticut corporation form purchasing stock. Since the Connecticut corporation is an independent legal entity, the Connecticut corporation has continuous existence. It does not cease to exist simply because one of the shareholders dies or retires. Corporations often have an easier time setting up insurance, retirement funds, profit-sharing, pension, and stock option plans than other business entities.
When you form an Connecticut corporation, the owners (shareholders) are not personally liable for the debts and obligations of the Connecticut corporation. Ownership in an Connecticut corporation is more easily transferable than other business entities. Under most circumstances, shares of stock can be sold without restriction to a third party without having to obtain consent from the Connecticut corporation itself.
How do I obtain an EIN or Employer Identification number or Tax Payer ID number for my Connecticut Corporation?
After we form an Connecticut corporation on your behalf, we offer supporting services. We can obtain an employer identification number (an EIN) for your Connecticut corporation. An EIN is required to open a bank account, hire employees, and to start business credit for your Connecticut corporation. If you purchase our Connecticut premium package, EIN obtainment is included for your Connecticut corporation.
How do I form a Connecticut S Corporation?
It is important to understand that your Connecticut S corporation starts as a general stock corporation (C corporation). To obtain or to form an Connecticut S corporation, you must file for subchapter S status with the Internal Revenue Service (IRS). Forming an Connecticut S corporation simply means the corporation is taxed like a partnership or LLC with a pass through tax structure. Make sure to check with your accountant or the IRS for limitations or read about Connecticut C corporations below. By obtaining S corporation status in Connecticut, it eliminates double taxation and the corporation generally does not file a tax return. On their tax return, the Connecticut S corporation's shareholders include their share of the Connecticut Corporation's separately stated items of income, deduction, loss, and credit, and their share of non-separately stated income or loss.
What are the advantages of a C Corporation in Connecticut?
Generally most people form Connecticut C corporations that plan on publicly trading the corporation's stock. Since Connecticut S corporations cannot have more than 75 shareholders, choosing to maintain an Connecticut C corporation allows for 76 shareholders or more. An Connecticut C corporation can have multiple classes of stock such as preferred and common shares. An Connecticut C corporation will be double taxed since both the corporate entity and the individual owners have to file tax returns. However, an Connecticut S corporation can only be owned by individuals that are U.S. citizens or registered aliens, issue only one type of stock, and are limited to no more than 75 shareholders.
How do I obtain or prepare corporate bylaws for my Connecticut Corporation?
If you purchase our premium package, Sun will prepare the initial bylaws (standard language) for your Connecticut corporation and include meeting minutes (MS Word format) that you can prepare as needed.
What are the corporate bylaws and why are they so important for my Connecticut corporation?
The corporate bylaws serve as a blueprint for your Connecticut corporation The bylaws contain the rights, privileges, and powers of the officers, directors, and shareholders. Most Connecticut bylaws contain the number of directors and their names. Connecticut bylaws also contain the names of the officers for the titles: President, Vice-President, Secretary, and Treasurer/Chief Financial Officer (CFO).
Another important part of Connecticut corporation bylaws is to create "rules" on how the Connecticut corporation can open a bank account, take out loans, write checks, enter into contracts, obtain business credit, and issue stock certificates to its shareholders. Most Connecticut bylaws will reference a list of shareholders in alphabetical order that includes Connecticut shareholder's names, addresses, titles held with the Connecticut corporation, and the amount of shares the shareholder owns in the Connecticut corporation.
What is an Connecticut corporate seal?
After the Connecticut corporation prepares its bylaws or has Sun prepare the bylaws, the Connecticut corporation will need a corporate seal. A corporate seal is a handheld device that imprints paper with the corporation's name, state of formation, and date the Connecticut corporation was formed. Many banks and other lending institutes require Connecticut corporations to possess and use a corporation seal on business documents or loan papers. All Connecticut corporation kits that Sun sells contain a handheld corporate seal embosser.
What is a Connecticut corporate kit?
The Connecticut corporate kit is typically a hardbound binder that contains all of the Connecticut corporation's important documents such as the Connecticut Articles of Incorporation and bylaws. All the Connecticut corporation kits that Sundoc sells include having the Connecticut corporation's name hot stamped (professional imprint of the Connecticut corporation's name) on the spine. Most Connecticut corporation kits come with a slipcase to keep the binder safe. Some corporate kits are made with a slipcase built in. The choice is yours.
Another important part of an Connecticut corporate kit is stock certificates. All of the Connecticut corporate kits that Sundoc sells contain 20 custom stock certificates that include the Connecticut corporation's name, the amount of shares, the par value the corporation is authorized to issue, and the title of President and Secretary below the signature lines. If you have already formed your Connecticut corporation, you can order an Connecticut corporate kit by placing the order individually at our Corporate/LLC Kit order page.
Now that you have formed your Connecticut corporation, obtained your EIN from the IRS, decided upon whether to elect S corporation status or remain a C corporation, prepared the Connecticut bylaws, issued shares of stock, and used your seal embosser, it is time to verify which local city and/or county tax licenses your business will need. The best place to start is your city hall or county recorder's office. Take the time to verify your areas business licensing requirements. For those of you who plan to run your Connecticut corporation out of your home, check with your city or county to find out if a work at home permit is required. Once your licensing requirements are met, it is time to start operating your Connecticut corporation.