It is quite a straightforward process to incorporate your Connecticut Corporation. The article below will explain everything you know need to know about incorporating in the state of Connecticut. SunDoc can help you with all of your Connecticut incorporation needs. If you would like us to handle all or a part of the paperwork on your behalf, we offer these services.

It is not necessary to have an attorney on your side when filing incorporation paperwork. On the other hand, having tax or accounting specialist on your side for related matters can be useful. Remember that this article cannot be construed in anyway as tax, accounting, or legal advice. Always speak with a professional in order to obtain specific advice about your corporation’s situation.

Overview

There are several things you’ll need to prepare before creating your corporation. The main thing you’ll need to do is file your articles of incorporation with the Connecticut SOS (Secretary of State). There is a fee for this process.

You’ll also need to choose a new company name. This name must be available for your use, and again, you need to check with the state to see that it is indeed available. Furthermore, you’ll need to know who your registered agent will be, the address of your corporation, and what type of corporation you’ll choose. Finally, you’ll likely need to know the number of shareholders you’ll have depending on the corporation type you choose, and you’ll need to know how many shares you’ll be authorizing the corporation to issue. 

Another thing you’ll need is an employer identification number or EIN. This is also known as a federal tax ID number, and it can be obtained without charge from the Internal Revenue Service.

Finally, make sure that you know who your corporate officers will be and who any directors of your corporation will be. Adopting bylaws is something you will have to do as well, and this should be done at your initial Board of Directors meeting. Your bylaws do not need to be filed with the state, but they are important to keep for your own records. Appointing officers can also take place at your initial Board of Directors meeting. Again, these are not required to be put into your articles of incorporation.

Within 30 days of your incorporation, it is absolutely necessary to file your first annual report. For a fee, your annual report can be filed with the state. A annual report lists the directors and officers of your new corporation. For advice on Connecticut taxation, speak with an accountant or a tax attorney with experience in this area.

Incorporating

The most common type of corporation is the General Stock Corporation, with an unlimited potential number of shareholders. You may choose to be a Close Corporation, setting a limit in the articles on the number of shareholders (not to exceed 35). A Professional Corporation is mandated by Connecticut for certain professionals.

The forms supplied by Connecticut for download meet the minimum requirements of the Connecticut Corporations Code, but you can create your own to meet your specific needs. Your attorney may well draw up a document from scratch.

To illustrate: the default articles of incorporation limit the corporation to one class of shares. This can be changed in a custom document. Similarly, initial directors can be named in the articles if desired, provided that all directors are included and sign the document.

It is a requirement that all corporations have three officers. These officers are president, secretary, and treasure. It is possible for one person to fill all of these roles if you choose to do this.

It is also generally a requirement that Connecticut corporations have a minimum of three directors. In certain cases, however, you can have less than three directors. Particularly, this is true where no shares have been issued or where the shareholders are simply less than three. Unless the articles of incorporation stipulate the number and limit of directors, your bylaws should outline these guidelines.

The articles of incorporation can only be changed by filing an amendment with the state, while the bylaws are generally amended by a vote of directors and shareholders in a formal meeting. Times and methods of meetings, as well as such things as powers of directors, are set forth in the bylaws, in accordance with relevant provisions of Connecticut law. Minutes must be kept of meetings.

A Corporate Records Book is where a corporation stores bylaws, company documents, stock papers and meeting minutes. Corporate Kits are useful compilations of standard documents to run the corporation, customized to your state and including such things as stock certificates, a corporate seal embosser, meeting minutes and such. SunDoc can supply you one if you wish, see our Connecticut Corporate Kit page.

Registered Agent

Every Connecticut corporation is required to have a registered agent, a company or individual reliably available at a known address during business hours, for legal and other communications from the state. This is another service provided by SunDoc to help you outsource your company routine. For full information, see our article: What is a Registered Agent? Why Do I Need One?

Name Search

Choosing a name for your corporation is one of the most important things that you will do. You can search for names that are available yourself, or SunDoc can perform a name availability check or reserve your corporation name for you.

What’s most important to know is that the name you choose must be clearly available. You will need to inquire within the records of the State of Connecticut Secretary of State to see that it is available. It is highly likely that if your chosen name is not available, your filing will be rejected. Furthermore, there are other statutory requirements to be concerned about. Namely, your chosen name cannot be so close to another corporation’s name that it leads to public deception, and it cannot mislead the public in any other way either.

EIN

You can apply for your EIN by submitting Form SS4 to the IRS, at no charge. SunDoc can apply for this on your behalf also. See our EIN page.

Next Steps

If you plan to structure your company as an S Corporation, you may want to read our article on C Corporation vs. S Corporation. Providing general information between the two corporate tax structures.

You can contact us toll-free at 1-888-595-2747 during business hours for immediate assistance and to speak with a live voice.