How to Incorporate in Connecticut

The state offers up an abundance of reasons to choose Connecticut as the place to start your business. Some of those reasons involve certain tax incentives, giving businesses in Connecticut a competitive edge. Your corporation may be able to take advantage of these incentives, provided it meets qualifying criteria.

For example, Connecticut has created an Opportunity Zone Program that helps to incentivize public and private stakeholders to work together to rebuild American cities. Eligible investors who make qualified investments within those zones may be eligible for significant capital gains tax benefits.

For many entrepreneurs looking to start a larger business, CT incorporation may be the best choice. As a corporation, your business is able to buy and trade stock, and when it comes to excess profits, corporations offer more flexibility than a limited liability company (LLC). A corporation is allowed to pass income and losses to its shareholders, who report taxes on an individual tax return at ordinary levels.

It all depends on your goals. For smaller businesses, limited liability companies are usually a better option. An LLC is easier to set up and receives many of the same benefits as corporations, but with less regulation.

Learn more about forming a Connecticut LLC so you can decide which business entity is right for you.

It offers you numerous advantages including, but not limited to:

It offers several advantages similar to those provided by a C Corp including, but not limited to:

In this guide, you’ll find information on naming your corporation, getting a Registered Agent, the fees you’ll need to pay, business taxes and much more. We also cover what you'll need to register your corporation and how you'll interact with the Secretary of State in Connecticut.

To help you along the way, use our Starting a Business checklist to keep track of everything you need to do to get your business up and running.

Step 1: Choose a Unique Business Name and Complete a State Business Search

Every Connecticut business must have a unique name that hasn't already been claimed by another business in the state. If you’re having difficulty coming up with a name, try using our Business Name Generator to gather ideas. You'll need to follow a few naming rules, which you can read about in detail on the Connecticut Corporation Names page.

Once you’ve chosen a name, you’ll need to make sure it’s available in Connecticut. To see whether another company in the state is using your desired business name, use our tool to do a Connecticut entity search.

You can also carry out a name search on the state's website.

Step 2: Provide an Official Address for Your Corporation

All CT corporations must have a designated address. It could be the address of your home (if you’re running the company from your residence), a building where your office is located or any physical address of your choice. The address can be outside the state of Connecticut and can be a P.O. Box.

You may also be able to use a virtual mailbox for your business address. Bizee can provide you with a Connecticut virtual mailbox where we'll receive your mail and scan it for your online review. This can be especially helpful if you run a home-based business and don't want your home address published as part of your business public record.

Step 3: Assign a Registered Agent

Someone who receives official correspondence and is responsible for filing reports with the Connecticut Secretary of State (SOS) is known as a Registered Agent. Every Connecticut corporation is required to have a Registered Agent.

You can fill this position, assign another manager in your business or use a Registered Agent service. If your Registered Agent in Connecticut is a person, they must have a physical street address in Connecticut and must be present during business hours to receive important documents on behalf of your company. You'll appoint your Registered Agent when you file your Certificate of Incorporation with the Connecticut SOS and formally create your corporation.

All of Bizee’s business formation packages include Registered Agent service. It’s free for the first year and just $119 per year after that. You can also access a digital dashboard to view any document we've received on your behalf.

Step 4: File Your Certificate of Incorporation with the Connecticut Secretary of State (SOS)

Once you've gathered all the information for your corporation, you’ll need to file a form with the Secretary of State to create your Certificate of Incorporation. This will officially create your business.

Your Certificate of Incorporation can be filed online via the state's digital portal CT Business One Stop. You can also mail or deliver the form in-person to the Office of the Secretary of State, or Bizee can file it on your behalf. The CT Corporation filing fee is $250.

You only need to file your Certificate of Incorporation in Connecticut once, but once a year thereafter, you'll also need to file an annual report electronically online with the Secretary of State in CT. A first report is also due within 30 days of filing your Certificate of Incorporation with the state. Bizee can remind you about this every year, or we can do it for you if you have us handle the paperwork.

What are the fees and requirements to incorporate in Connecticut?

Annual Report

Step 5: Get an Employer Identification Number (EIN) from the Internal Revenue Service

You'll need an EIN to identify your business to the IRS. You use this number for filing and paying taxes, submitting payroll information and payments for your employees and opening a business bank account. You can obtain one directly from the IRS, or Bizee can get one for you as part of the CT corporation creation process.

Step 6: Write Bylaws

A set of rules that govern how a corporation will be run, bylaws detail how many directors the corporation will have, whether the board of directors will have annual meetings and what the voting requirements will be, among other things.

Some states legally require companies to create bylaws, and the state of Connecticut is one of them. You don't need to file your bylaws with the Secretary of State, but keep them with your other business records.

It's always a good idea to write and follow bylaws to protect your business from any future changes and events.

Types of CT Corporations

C Corporation

When you file to start a corporation, by default, it's a C Corp. This is the choice for large businesses that will trade shares in the stock market.

A Connecticut C Corporation will offer you several liability protections, but it will also be required to adhere to numerous strict rules and regulations. It will also likely have a substantial amount of administrative overhead, and won't enjoy as many tax advantages as other corporation types.

Learn more about C Corporations.

S Corporation

Technically, an S Corporation is a tax filing status meaning it isn't a business entity the way LLCs and C Corporations are. An LLC or a C Corporation can be an S Corporation. It's just a matter of filing a form with the IRS.

The main reason to file as an S Corp is to save money on self-employment taxes. To get an idea of how much money you might save, use our S Corp Tax Calculator.

If you want your Connecticut C Corporation to be treated as a Connecticut S Corporation, file the IRS Election by a Small Business Corporation form, also known as Form 2553 or an S Corp Election form.

Consult with your accountant or tax advisor to determine whether this is your best option.

Learn more about S Corporations.

Compare S Corp vs. C Corp to learn the benefits and drawbacks of both, and decide which one will best suit your needs.

Professional Corporation

Some states, including Connecticut, allow certain occupations to form Professional Corporations. Connecticut General Statutes, Title 33, Chapter 594a, § 33-182a defines a Professional Corporation in Connecticut as:

"...a corporation that is organized under this chapter for the sole and specific purpose of rendering professional service and that has as its shareholders only individuals who themselves are licensed or otherwise legally authorized to render the same professional service as the corporation".

Check with the Secretary of State to confirm whether your business should and can be a Professional Corporation.

Foreign Corporation

If your business operates in another state and you want to expand into Connecticut — or vice versa — you’ll need to form a Foreign Corporation.

Learn more about Connecticut Foreign Corporation registration.

Nonprofit Corporation

Charitable organizations can incorporate as nonprofit corporations. This means all the profits they generate are donated to the organization supported by the charity, minus administrative costs.

A nonprofit corporation is also exempt from federal and state taxes, allowing more of the profit to benefit the charity.

Note: Everything in this guide applies to for-profit corporations, and mostly to C Corps and S Corps.

Items listed as requirements for forming a corporation may or may not also apply to nonprofits.

Limited Liability Company

Depending on the type of business you want to start, or your personal circumstances and goals, an LLC may be a better option. For example, you may only want to build a small business that you yourself will run with just a few employees and you may not need the options to buy and sell stock.

A Connecticut LLC is usually a better option for a smaller business. It's easier to set up, but it still offers you certain advantages you'd get from a corporation. You can even have your LLC treated as an S Corporation for tax purposes to save you money.

Regardless of which direction you decide to go, we can help you with your Connecticut business registration.

Learn more about limited liability companies.

Sole Proprietorship or Partnership

These are the simplest types of businesses to set up. That's because there's no real setup to do. If you don't choose to form a separate business entity, by default, you'll have either a sole proprietorship (just you) or a partnership (you and one or more other people).

Neither of these options provide you with any special benefits or liability protections and can leave your personal assets vulnerable. For these reasons, we don't recommend them.

Compare business entity types to decide which one is best for you.

Helpful Resources from the State of Connecticut

More Information in This Guide

You’ll find plenty more insight and guidance on the other pages of this guide, including: