Do I need a lawyer to Incorporate in Connecticut? |
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The short answer is no.
The state of Connecticut does not legally require a lawyer to form a
Connecticut Corporation.
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The short answer is no.
The state of Connecticut does not legally require a lawyer to form a
Connecticut Corporation.
Our detailed Incorporation Information page may help you understand some
of the implications of forming a Connecticut Corporation.
However, if there is anything about Incorporating in Connecticut
that you're not sure about you should seek the advice of a competent Connecticut lawyer, a Connecticut accountant,
or both before you Incorporate in Connecticut.
Once you have made the decision to Incorporate in Connecticut, a Connecticut lawyer
can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents
to perform these services and save money that you can use in your new Connecticut Corporation.
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Do I have to Reserve a Company Name before I Incorporate in Connecticut?
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You are not legally required to reserve a Company Name for a new Connecticut Corporation before you submit your application to Incorporate in
Connecticut.
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You are not legally required to reserve a Company Name for a new Connecticut Corporation before you submit your application to Incorporate in
Connecticut.
Whether or not you need to reserve a company name for your new Connecticut Corporation depends entirely on your business situation.
The Connecticut Secretary of State uses names on a first come first served basis.
So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Connecticut Company Name.
Click here for more information on
Connecticut Company Name Reservation
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What if the Connecticut Corporation Name I want is already taken?
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If the Name you have chosen for your new Connecticut Corporation is already in use by a currently active
Connecticut Corporation or LLC, and you still want to use that Corporation Name, then you will have to register a DBA Name with the administrative clerk in each Connecticut city or town in which you want to do business. "DBA" is an abbreviation for "Doing Business As."
We verify that the Name you have chose for your new Connecticut Corporation is available before we submit
your Incorporation filing to the Connecticut Secretary of State.
If necessary we can register a DBA Name in Connecticut for you so that you can open your new Connecticut business as quickly as possible.
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What do I have to do to Incorporate in Connecticut?
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8 things you have to do in order to Incorporate in Connecticut.
1. Choose a name for your Connecticut Corporation
2. Select an official address and a Registered Agent for your Connecticut Corporation
3. Choose a Board of Directors for your Connecticut Corporation
4. Decide who will be Officers for your Connecticut Corporation
5. Determine how you want your Connecticut Corporation to be taxed
6. File Articles of Incorporation with the Connecticut Secretary of State
7. Get a Federal Employer Identification Number (FEIN)
8. Issue Stock Certificates to the Initial Shareholders
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1. Choose a name for your Connecticut Corporation
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Your Connecticut Corporation name can identify the type of products and services your business will provide;
or it may be the name of the founder; or it can be a combination of the two or something else.
In any case, the Connecticut Corporation name that you choose must be distinguishable from the name of any other registered Connecticut Corporation or other
business entity and the name must also be different from any reserved names on record with the state of Connecticut.
Your Connecticut Corporation name must not imply that it was formed for a purpose other than that stated in your
Articles of Incorporation;
and your Connecticut Corporation name must not be a name that is likely to mislead the public.
The name of a Connecticut Corporation must include the word "Corporation" or
"Incorporated" or an abbreviation of one of these words.
It's important to choose a good name for your Connecticut Corporation because if you want to change it after you incorporate you
will have to file amended Articles of Incorporation with the Connecticut Secretary of State (and pay a fee).
We will:
- Check to make sure that your Connecticut Corporation name is available
- Make sure your Connecticut Corporation name conforms to state of Connecticut regulations
- Reserve your Connecticut Corporation name with the Connecticut Secretary of State
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2. Select an official address and a Registered Agent for your Connecticut Corporation
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Every Connecticut Corporation must have an address that is physically located in the state of Connecticut.
This address is "registered" with the Connecticut Secretary of State.
The Registered Address is where official and legal correspondence can be delivered.
The individual or company that is registered with the state of Connecticut to receive all correspondence on behalf of the Connecticut
Corporation is called a "Registered Agent".
You may act as your own Registered Agent, however, many Connecticut Corporations hire a Registered Agent because they don't have a physical
address within the state of Connecticut or to provide a distinct level of privacy.
- We can act as the official Registered Agent for your Connecticut Corporation.
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3. Choose a Board of Directors for your Connecticut Corporation
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All Connecticut Corporations are required to have a Board of Directors.
Directors are the people who will set policies for your Connecticut Corporation and manage the business and its resources.
In the majority of small corporations directors are the owners.
The Articles of Incorporation or Corporate Bylaws may define specific qualifications for Directors.
The Board of Directors is responsible for creating rules, approving budgets and distributing profits to shareholders.
One of the most important duties of the Board of Directors is electing Officers for your Connecticut Corporation.
The same person may be a Director and an Officer at the same time.
Directors need not be residents of the state of Connecticut or shareholders of the Connecticut Corporation unless the Articles of Incorporation
or Bylaws require it.
Normally Directors for your Connecticut Corporation are elected for a term of one year.
Elections are held at the annual meeting of Shareholders.
The Directors serve until the next annual Shareholders meeting.
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4. Decide who will be Officers for your Connecticut Corporation
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The Board of Directors elects Officers for your Connecticut Corporation in accordance with the Corporate Bylaws and Articles of Incorporation.
Officers serve at the pleasure of the Board of Directors of the Connecticut Corporation.
Officers handle the day to day operation of the Connecticut Corporation.
Unless specifically prohibited by the Corporate Bylaws or Articles of Incorporation, in a Connecticut Corporation
the same person may hold more than one Corporate Office at the same time.
However, there are certain legal affairs in which the same person cannot act in more than one capacity.
One Officer - usually the Secretary - is given responsibility for preparing Minutes of Directors and Shareholders meetings
and for authenticating records for the Connecticut Corporation.
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5. Determine how you want your Connecticut Corporation to be taxed
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The Connecticut Corporate Income Tax Rate is 7.5%.
You may form an S Corporation in Connecticut.
S Corporations may "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable
personal rate.
S Corporations do not pay any Connecticut Corporate Income Tax.
All Connecticut C Corporations are required to pay Corporate Income Tax for all years in which the Corporation is registered with the Connecticut Secretary of State.
If the amount of tax due is less than $250, the Connecticut Corporation must pay the
Alternative Minimum Tax of $250.
Since the 1990s, Connecticut has enacted wide-ranging corporation business tax exemptions,
deductions and credits that reduce dramatically the tax liability of many Connecticut Corporations.
All Connecticut S Corporations are required to pay an annual Business Entity Tax of $250.
Click here for more Connecticut Corporate Tax Information .
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- If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Connecticut Corporation and include it with
your Incorporation documents.
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6. File Articles of Incorporation with the Connecticut Secretary of State
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In order to form a Corporation in Connecticut you must file Articles of Incorporation with the Connecticut Secretary of State.
The Articles of Incorporation must include certain specific information about your Connecticut business. If the Articles do not conform exactly to state of Connecticut requirements they will be rejected.
You may subsequently amend the Articles of Incorporation for your Connecticut Corporation but you will have to pay a fee to the state of
Connecticut in order to make the changes official.
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7. Get a Federal Employer Identification Number (FEIN)
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A Federal Employer Identification Number, also known as a Federal Tax Identification Number, is used by the IRS to identify a
business entity.
An FEIN is like a Social Security Number for your Connecticut Corporation.
All Connecticut Corporations are required to have an FEIN.
- We can obtain an FEIN for your Connecticut Corporation.
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8. Issue Stock Certificates to the Initial Shareholders
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Corporate stock is evidence of ownership of a Connecticut Corporation.
When you form your Connecticut Corporation, you will need to determine what type of stock and the number of shares of each type that
you want to authorize.
You do not have to sell the number of shares that are authorized.
Many small Connecticut Corporations hold 100% of the shares.
Stockholders in a Connecticut Corporation are entitled to voting rights or dividends of the Corporate profits or both.
Whoever owns over 50% of the stock of the Connecticut Corporation is able to make all Corporate business decisions.
Connecticut Corporations usually hold at least 51% of the corporate stock in order to retain control of the Connecticut Corporation.
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What do I have to do after I form my Connecticut Corporation? |
6 things you have to do after you Incorporate in Connecticut.
1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
2. Open a Business Bank Account in Connecticut for your CT Corporation
3. Obtain Business Licenses from the cities and counties in which you plan to do business
4. Hold Meetings of Shareholders and Directors of each year.
5. File the required Connecticut Corporation reports
6. Keep proper records of your Connecticut Corporation on file
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1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
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The Board of Directors holds an initial meeting to elect Officers, authorize issuance of stock and adopt the Corporate Bylaws.
Bylaws are the internal rules of your Connecticut Corporation.
They are adopted by the Board of Directors and vary widely from Corporation to Corporation.
Commonly bylaws include the number of seats on the board of directors; how Directors are elected; how meetings of Directors and
Shareholders are to be conducted; what Officers the Connecticut Corporation will have and a description of each of their duties.
As your company grows over time, you may amend your bylaws as necessary.
Bylaws generally cannot be amended by the Board of Directors unilaterally.
A vote by the majority of Stockholders of the Connecticut Corporation is usually required to amend the Corporate Bylaws.
Bylaws may include any rules for managing the business and conducting corporate affairs.
Almost anything may be written into the Bylaws, however, the Bylaws must not be in violation of any federal or Connecticut law or
the Connecticut Corporation's Articles of Incorporation.
A copy of the Corporate Bylaws should be maintained at the Corporation's principal Connecticut office.
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2. Open a Business Bank Account in Connecticut
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It's very important that you have a separate business bank account for your Connecticut Corporation.
Mixing personal and business funds can get you in a lot of trouble with the tax man down the line.
It's a good idea to contact the bank before you open a business bank account.
Specific requirements vary from bank to bank.
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3. Obtain Business Licenses from the cities and counties in which you plan to do business
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- We can research and prepare the necessary forms for your required business licenses and permits and include
them in your Connecticut Incorporation package.
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Note that forming a Connecticut Corporation doesn't take the place of obtaining a business license, tax
registration certificate, or other required business permits.
A Connecticut Corporation merely creates an ownership structure that limits the owners' personal liability.
You may still need to take care of getting set up to do business with your local government.
Depending on the nature of the business and the location of your Connecticut Corporation you may need to get one or more city
business licenses or permits.
The business licenses or permits that are required for your Connecticut Corporation vary depending on your business activities
and the specific locations within the state of Connecticut in which you want to conduct business.
If your Connecticut Corporation will be selling products in Connecticut you may be required to obtain a Reseller's Permit from the appropriate
Connecticut state agency.
If your Connecticut Corporation will be selling products in Connecticut you will also be responsible for all applicable local and state of Connecticut
sales taxes if there are any.
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4. Hold Meetings of Shareholders and Directors of each year.
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Every Connecticut Corporation must hold corporate and shareholder meetings, at least annually, and must keep minutes of each meeting
on file.
A copy of the minutes is evidence that the meetings took place and includes all resolutions that were adopted.
The minutes of each meetings must be open for inspection by any Shareholder or Director.
This meeting requirement is often overlooked and comes into play when the Connecticut Corporation is challenged for any reason.
Keeping proper meeting minutes and documenting resolutions made and approved by the Directors is a formality that could save your
Connecticut Corporation a lot of potential trouble.
- We can transcribe the minutes of any meeting of your Connecticut Corporation into a form that complies with all
state of Connecticut requirements.
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5. File the required Connecticut Corporation reports
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| All Connecticut Corporations are required to file an initial Annual Report with the CT Secretary of State within 30 days of the date on which the new Connecticut Corporation was approved. | All Connecticut Corporations are required to file an Annual Report with the CT Secretary of State EACH year.
The CT Corporation Annual Report is due by the end of the anniversary month of the date on which the Connecticut Secretary of State approved the filing of the Connecticut Corporation.
For example, if the Articles of Incorporation of the Connecticut Corporation were approved by the Connecticut Secretary of State on April 15 then the CT Corporation's Annual Report is due at the Connecticut Secretary of State EACH year by April 30. | | The Connecticut Secretary of State does not impose a late filing penalty for a Connecticut Corporation Annual Report which is filed with the CT Secretary of State after the due date. |
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We can fill out and file your Initial Annual Report with the Connecticut Secretary of State and include confirmation of filing
with your Corporation documents.
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We can fill out and file any Annual Report with the Connecticut Secretary of State after your Connecticut Business gets going.
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6. Keep proper records of your Connecticut Corporation on file
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Keep the following records on file and available at the principal business office of your Connecticut Corporation:
- Names and addresses of all Directors and Officers of the Connecticut Corporation
- Articles of Incorporation for the Connecticut Corporation and any Amendments to them
- Corporate Bylaws for the Connecticut Corporation and any Amendments to them
- List of current shareholders of the Connecticut Corporation.
If shareholders change, keep a record of old shareholders and how stock was transferred.
- Minutes of all Meetings of Shareholders and Directors
- Copies of any Corporate Resolutions which have been adopted by the Connecticut Corporation
- Copies of all tax returns and Annual Reports for the Connecticut Corporation for the last 3 years
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What information do I need in order to Incorporate in Connecticut? |
In order to Incorporate in Connecticut you'll need certain specific information about your new Company
including the Corporation name and address; and Registered Agent information.
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In order to Incorporate in Connecticut you'll need the following information about your new Company:
- The name of your new Connecticut Corporation along with your second choice of a name in case the name that you want is not available
- Physical addess of the Corporation office in Connecticut (not a PO Box)
- The email address of the Connecticut Corporation
- Name and address of your Connecticut Registered Agent (not a PO Box)
- A description of the nature of the business you are planning to operate with the Connecticut Corporation
- Names and addresses of the initial Directors of the Connecticut Corporation
- The number of shares of stock that the Connecticut Corporation will be authorized to issue
Remember - ALL the information that you provide when you Incorporate in Connecticut becomes part of the public record.
Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Corporation in Connecticut.
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How long does it take to Incorporate in Connecticut? |
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Processing times for new Connecticut Corporation applications vary depending on the work load of the
Secretary of State's staff.
We've found that normal processing of new Connecticut Articles of Incorporation takes the state around 1-2 business days.
Add 2-3 days for the time period for shipping the final documents by mail.
Choosing our Express Mail option can shave a couple of days off the total processing time for your Connecticut LLC.
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PLEASE NOTE: WE CANNOT GUARANTEE CONNECTICUT SECRETARY OF STATE PROCESSING TIMES.
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We are dependent on, and have no control over, the staff and systems of the Connecticut Secretary of State.
In our experience 1-2 business days is the time it usually takes the Connecticut Secretary of State to process
a new Connecticut Corporation application.
We get your Connecticut Corporation application to the CT Secretary of State ASAP.
Once it is at the state we have no control over the new Connecticut Corporation application process.
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How much does it cost to Incorporate in Connecticut? |
The state of Connecticut charges $305.00 to Incorporate in CT.
This is the cost of filing and getting a Certified Copy of your Articles of Incorporation from the CT Secretary of State.
If you choose All Business Documemnts to help you Incorporate in Connecticut our processing fees are $125.00.
We start processing your new Connecticut Corporation order as soon as we get it.
Total cost includes:
- CT Name Check and Reservation
- Prepare Articles of Incorporation
- File Articles of Incorporation with the Connecticut Secretary of State
- Certified Copies of Articles
- Connecticut Corporation Checklist
- Priority Mail Delivery
- Unlimited Customer Support
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What is a Connecticut Professional Corporation? |
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Generally, if you are required to obtain some kind of license before you can market your skills in the state of Connecticut then you will
most likely need to form a Connecticut Professional Corporation.
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Generally, if you are required to obtain some kind of license before you can market your skills in the state of Connecticut then you will
most likely need to form a Connecticut Professional Corporation.
Attorneys, architects, engineers, public accountants, nurses and physicians, among others, may require registration as a Professional
Corporation with the Connecticut Secretary of State.
Depending on exactly what it is that you want to do in Connecticut, approval from a specific Connecticut state agency or board may be required before the CT Secretary of State will approve a new
Connecticut Professional Corporation filing.
This could add to the total processing time for a new Connecticut Corporation.
Click here for more information on a
Connecticut Professional Corporation.
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Connecticut Foreign Corporation Qualification |
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You want to do business in the state of Connecticut but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of Connecticut you must register with the Connecticut Secretary of State as
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You want to do business in the state of Connecticut but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of Connecticut you must register with the Connecticut Secretary of State as
a Connecticut Foreign Corporation.
The process of registering as a Foreign Corporation in the state of Connecticut is called Connecticut Corporation Foreign Qualification.
The process of Connecticut Corporation Foreign Qualification is similar to the process of forming a Domestic Corporation in the state of Connecticut.
Your original formation documents (usually called Articles of Incorporation) and Corporate Bylaws apply to your Connecticut Foreign Corporation.
The Board of Directors and Officers of your Domestic Corporation have the same roles in the Connecticut Foreign Corporation.
Click here for specific requirements for
Connecticut Corporation Foreign Qualification.
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