Forming a Connecticut LLC entails choosing a name, designating a registered agent, and filing the Articles of Organization, among other steps. Our guide provides a thorough walkthrough to start a compliant LLC in Connecticut.
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Ready to start a Connecticut LLC? Setting up shop in the Nutmeg State comes with its unique blend of excitement and responsibilities. But before you officially roll out your entrepreneurial dream, there’s some legal groundwork to be done. And what’s a better way to protect your personal assets than establishing a limited liability company (LLC)?
In this guide, we’ll simplify the journey of establishing a Connecticut LLC, highlighting each vital step along the way. Keep in mind, we’re diving into the world of domestic LLCs — so if you’re on the hunt for insights on a foreign (out-of-state) LLC, this isn’t your stop. We’ll also explain how the basics of how to form a professional LLC (PLLC), an LLC organized by licensed professionals like doctors, lawyers, and engineers.
Ready to join the Connecticut business club? To kickstart your LLC, make your way to the Business Services wing of the Connecticut Secretary of State’s palace. Begin with christening your LLC with a name that echoes louder than the cheers at a UConn game. Next, appoint your trusty registered agent and submit your Certificate of Organization. We’ll also explain why an operating agreement is the unsung hero of LLCs and guide you on obtaining an Employer Identification Number (EIN) from the IRS.
To make your Connecticut LLC formation process as smooth as its famous clam chowder, we’ve crafted this step-by-step guide. And if you’ve got burning questions about initiating your LLC adventure here, rest assured, we’ve got your back.
Find a unique name for your company. The first step in creating an LLC in Connecticut is coming up with a name for your business. Your limited liability company name must be unique in the state of Connecticut.
The CT Secretary of State website has a search engine that can tell you whether your desired name is available. We walk you through this process on our Connecticut Business Entity Search page.
If the name you choose is available but you’re not ready to file your Connecticut LLC paperwork, you may want to reserve it with the Secretary of State. The Connecticut Secretary of State allows you to reserve a business name for 120 days for a fee.
An LLC in Connecticut must have a name that ends with the words “Limited Liability Company” or the abbreviations “LLC” or “L.L.C.” to comply with state law. Additionally, “Limited” may be abbreviated as “Ltd.,” and “company” may be abbreviated as “Co.”
According to Connecticut LLC naming guidelines, nothing in the LLC’s name can state or imply that the business’s purpose is different from the stated purpose in the LLC’s Certificate of Organization.
Beyond that, you need to check that your name is unique. As we mentioned earlier, you’ll need to run a Connecticut business name search. It’s also recommended to search your name against the United States Patent and Trademark Office website, and then do another search against the Connecticut trademark database as well. A basic web search is also a good idea.
This way, you can help ensure that your name is unique so your business can stand out.
For the most part, the process for forming a PLLC is similar to forming a standard LLC, but there are a couple nuances to address. One nuance is naming the LLC. For starters, instead of using the designator “LLC” or “limited liability company,” you’ll need to end your name with “professional limited liability company,” “PLLC,” or “P.L.L.C.” instead.
It’s also important to follow any naming guidelines put in place by your industry’s regulatory agency. Different industries can have slightly different requirements for a business name, so please consult with your agency to see if there are any rules you need to follow.
You may also want to check to see if your desired domain name is available. While many top-level domains exist — “.co,” “.net,” etc. — there’s nothing like getting “.com” to give some legitimacy to your business. We have a tool to help you do a preliminary business name search. Our domain name registration service can help you secure the online name that will best serve your Connecticut limited liability company.
Even if the Secretary of State approves your business name, that’s no guarantee that someone else hasn’t already claimed it with a federal or state trademark. To truly check to see if your business name isn’t trademarked is difficult because there’s no central place to check. Some businesses even employ an attorney specializing in trademarks to see if they’re in the clear.
You can take some measures yourself, like searching the trademark database on the United States Patent and Trademark Office website. This can help you determine if someone’s already claimed a federal trademark on the name you want.
State trademarks are applicable only within the borders of a state. To find out if your desired name has been trademarked at the state level, Connecticut has a Trade and Service Mark Records Search page. If you want, you can also apply for your own state trademark by completing an application and paying a fee.
In addition to checking these databases, it’s wise to do extensive internet searches for your business name, including domain names and social media sites.
If you intend to operate your business under a name different from its legal name, you’ll need a DBA or “doing business as” name. A Connecticut DBA is another name to use for your business. They are often used when a company wants to rebrand for a new product line or store. This will also need to be registered with the clerk in the town or city where business is transacted.
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Name a registered agent for your business. Connecticut business law requires every LLC to have a registered agent for service of process. Registered agents physically accept correspondence from the Connecticut Secretary of State and any court papers (such as subpoenas) on the company’s behalf.
Your registered agent is an individual or business entity authorized to do business in Connecticut. If the agent is an individual, they must be a resident of the state of Connecticut. In either case, the agent must have a physical street address within the state. A P.O. box won’t do.
Many new LLC owners (called “members” in an LLC) think they should be their company’s registered agent and use their business’s primary location as the registered office address. However, this approach may have unintended consequences.
Some benefits of hiring an outside registered agent service such as ours include:
File your LLC paperwork with the state. A Connecticut LLC is a document that, once approved, makes your business a legal LLC in the state. You’ll need to complete the form, pay a filing fee, and submit it to the Secretary of State.
Filing official government documents like this can be intimidating for many people, which is why we’re here. With our business formation services, we handle the filing for your LLC in Connecticut to make sure it’s done quickly the first time. But, although we can handle this for you, we’ll show you how the process works below.
To create your LLC in Connecticut, you’ll need to file a Certificate of Organization with the Connecticut Secretary of State and pay a filing fee. You can submit the paperwork by mail or online. To complete the documents, you’ll need to know the following information:
For those who choose to mail their Certificate of Organization, send it to:
Business Service Division, Connecticut Secretary of the StateP.O. Box 150470Hartford, CT 06115
In some states, PLLCs file a different version of the Certificate of Organization, but that’s not the case in Connecticut. Both PLLCs and LLCs file the same Certificate.
If you have us handle filing your Certificate of Organization, once the state approves your LLC, your paperwork will be available from your ZenBusiness dashboard, where you can keep it and other important paperwork digitally organized.
Once you get your physical paperwork back from the state approving your new LLC, you’ll want to keep it in a safe location along with your other important documents, such as your operating agreement, member certificates, contracts, compliance checklists, transfer ledger, etc. We offer a customized business kit to help you keep these important documents organized and looking professional.
Write your LLC’s operating agreement. Much like the bylaws required by corporations, operating agreements outline the rules and procedures for the management of the LLC. However, unlike corporations, LLCs can do more to customize their internal practices to fit the needs of the business.
If you don’t draft an LLC operating agreement in Connecticut, the background state law applies to your company. Typical concepts in an operating agreement include:
Once it’s completed and signed, the Connecticut LLC operating agreement should be kept in a secure location with other important business formation information. You don’t need to file it with the state.
If you’re unsure as to how to start creating an agreement for your Connecticut LLC, we offer a customizable operating agreement template to save you time researching and crafting the agreement yourself.
Get an Employer Identification Number. Your LLC needs an Internal Revenue Service (IRS) Employer Identification Number (EIN) unless your business is a single-member LLC with no employees (and sometimes even then). Plus, you’ll typically need an EIN if you want to open a business bank account or apply for a company credit card.
You can get your LLC’s EIN through the IRS website, by mail, or by fax. However, if you’re not fond of dealing with that particular government agency, we can get it for you. Our EIN service is quick and eliminates the hassle.
There’s a very good chance that your Connecticut LLC will need at least one license or permit. But it’s not quite as simple as saying, “File this form with the Connecticut Secretary of State.” For this step, you’ll need to dig in and do some research.
For starters, some LLCs need to get federal licenses. For example, suppose you want to start a craft brewery. In that case, you’d need to get a license from the Alcohol and Tobacco Tax and Trade Bureau since you’d be manufacturing and selling alcohol. Meanwhile, aviation businesses would need to get a license from the Federal Aviation Administration. If your LLC involves a heavily regulated activity, there’s a good chance you’ll need a federal license, but it’s your responsibility to research and know for sure.
Next, you’ll have to check state-level licenses. Unlike some states, Connecticut doesn’t have a state-level general business license. But there are other state-level requirements you might have to uphold. For example, if you’re selling tangible goods, rental items, or services that are taxable, you’ll need to get a Sales and Use Tax Permit.
Local licenses are another important category to cover. In Connecticut, municipalities get to set their own licensing requirements. For example, the city of New Haven doesn’t have a general business license, but it does require industry-specific licenses for rooming houses, brokers, street vendors, and more. Meanwhile, Stamford requires permits for signs, trades, and more. There’s a good chance your city or county (or both) has similar requirements.
You may also need to get zoning permits for your location. Similarly, if you’re working out of your home, you may be required to get a home occupation permit. Ultimately, it’s your responsibility to research your local requirements.
Last but not least, you’ll need to research licenses related to your industry or profession. For example, Connecticut requires licenses for health clubs, liquor sales, medical marijuana dispensaries, contracting, and more. Check out the Department of Consumer Protection’s website for a full list. Meanwhile, professionals in regulated industries like law, medicine, and cosmetology will all need to get professional licenses from their industry’s regulatory boards.
Long story short: you’ll need to do plenty of research to ensure you get all of the licenses that apply to your business — your unique industry, services, and business location.
If that sounds overwhelming, don’t panic. Our business license report can reduce that research workload for you. Just answer a few simple questions about your business, and our partners at Avalara will create a customized report showing exactly which licenses and permits you need, including filing instructions.
Licensing is extremely important for a PLLC in Connecticut. It’s your responsibility to ensure that everyone who offers your company’s professional service is appropriately licensed at all times. But remember that these professional licensing requirements don’t overwrite your other state and local licensing requirements. You’ll still need to get those licenses, too.
If this sounds overwhelming, don’t forget that our business license report can help.
Following the establishment of your LLC in Connecticut, it’s essential to undertake a series of steps to ensure that your business is fully operational and adheres to state regulations. These steps are critical in laying a strong foundation for your business’s success and legal compliance.
Taxes are an unavoidable part of running a business. By default, LLCs and PLLCs are taxed like pass-through entities, meaning that the LLC itself doesn’t pay taxes at the business level. Instead, the owners report their share of the profits on their personal tax returns. Some LLCs can also elect S corporation status or C corporation status to get breaks on self-employment taxes. The luxury of the LLC is that you can choose the option that works best for your business.
In Connecticut, this process repeats on the state level for business income. But there are a few other state tax obligations to consider.
If your company has employees or collects sales tax, you may need to register your LLC with the Connecticut Department of Revenue Services. To see a full list of reasons you may need to register, visit the Department of Revenue Services Registration page. The registration fee depends on which type of business you operate.
Once you’ve secured an EIN, you’ll be able to open a business bank account. Having separate accounts for your business and your personal banking is critical for sorting out your finances at tax time and helps you avoid commingling funds.
Commingling funds can not only make your taxes more difficult, but it could also be used against you if someone takes you to court to challenge whether you and your LLC are truly separate entities (that is, they want to sue you for not just your business assets, but also your personal assets).
We offer a bank account for your business. This allows for unlimited transactions, online banking, a debit card, and more. When you want to authorize others in your business to use the account, we offer a banking resolution template to simplify the process.
For further help managing your new business’s finances, try Money Pro. It can help you create invoices, receive payments, transfer money, and manage clients all in one place.
Establishing a robust accounting system is key to managing your LLC’s finances. This system will track your revenue and expenses and help in preparing financial statements. It’s important for budgeting, tax preparation, and financial planning.
You can opt for accounting software that caters to small businesses, consider hiring a professional accountant or bookkeeper, or use our ZenBusiness app. Keeping accurate and organized financial records will not only help keep you compliant with tax laws but also provide valuable insights into your business’s financial health.
Staying informed about ongoing legal and tax requirements is crucial for maintaining your LLC’s compliance in Connecticut. This includes understanding the state’s taxation requirements, employment laws if you have employees, and any industry-specific regulations.
These laws can change at any time, so it can be helpful to consult with a Connecticut legal professional on a regular basis to stay informed.
Taking these steps diligently after setting up your LLC in Connecticut will help ensure that your business operates efficiently, remains in legal compliance, and is positioned for growth and success.
Each Connecticut LLC must regularly file an annual report with the Connecticut Secretary of State. Your Connecticut annual report comes with a filing fee and must be filed online. You must file the annual report between January 1 and March 31 each year. If you don’t file your annual report in a timely manner, the Connecticut Secretary of State may dissolve your LLC.
We can help you with your annual report in a couple of ways. Our annual report service will help you file your annual report, and our Worry-Free Compliance service not only helps with filing your annual report but also helps you with two amendment filings each year.
When forming an LLC in Connecticut, there are several fees involved.
These fees are subject to change, so it’s always a good idea to check the most current information.
If you’re thinking of forming an LLC in Connecticut, there are actually a couple of different types available, each suited to different business needs.
If you’re a solo dreamer in the Constitution State, then a single-member LLC might be a perfect fit. With this structure, you take charge as the sole owner while also enjoying the liability shield that LLCs offer.
If you have one or more friends or family members excited to start a business with you, then a multi-member LLC could be a great way to team up with security. A multi-member LLC helps ensure each member’s input is valued while splitting profits, losses, and responsibilities according to the agreed terms.
A professional limited liability company (PLLC) is made for licensed professionals such as doctors, engineers, and attorneys. It provides liability protection while meeting professional licensing requirements. PLLCs do not shield members from personal malpractice claims but protect against claims made against other members.
A Connecticut LLC isn’t your only option. While the LLC is a popular choice for many small business owners, there are other types to choose from. Here are some business entity types you can consider.
Sole proprietorships are unincorporated business entities owned by a single person. They are easy to start and run (requiring no registration paperwork and minimal upkeep). However, the downside is that sole proprietors lack any personal asset protection. The owner’s personal assets could be compromised in the event of a lawsuit.
Partnerships are similar to sole proprietorships, but they’re owned by two or more people. Like sole proprietorships, traditional partnerships don’t have personal asset protection, but they’re easy to start and run. Partnerships are governed by a partnership agreement.
One quick note: there are different types of partnerships, including limited partnerships, limited liability partnerships, and general partnerships. While some partnerships offer liability protection, not all of them do, and their protections aren’t as robust as LLCs.
A corporation is somewhat similar to an LLC because it offers personal asset protection for its owners. But the real draw of a corporation is that a corporation can raise capital by issuing shares of stock.
Compared to LLCs, corporations make it easier to raise capital, but they require more formal upkeep and ongoing paperwork requirements.
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The state fees for forming a Connecticut LLC can range from $120 to $180, depending on factors such as whether you choose to reserve your business name. Note that fees change over time, so check the Connecticut Secretary of State’s website for the most recent fee schedule.
Each year, you’ll also be required to pay a fee with your LLC annual report. Your business may need to pay additional fees for permits and licenses.
Depending on the type of services or products you are offering, your LLC may be required to obtain licenses and/or permits. Connecticut doesn’t require a general business license at the state level, but some counties and municipalities require one.
Connecticut has an extensive list of professions and occupations that require business licenses. Different industries require different business licenses. You can visit the Connecticut Department of Consumer Protection to help understand what your business will require at the state level, but remember that licensing and permitting also happen at the federal and local levels and vary across industries, so you’ll need to do some research to find out what your business needs.
If all that research sounds like a hassle, we recommend using our business license report, which will provide you with a comprehensive report of all the licenses and permits required for your LLC.
The benefits of an LLC of forming a Connecticut LLC include:
By default, LLCs are exempt from double taxation. This means you’ll only pay business income taxes on your LLC profits when filing your personal tax return versus paying taxes on both your corporate tax return and your personal tax return.
Of course, there are other tax requirements you’ll need to be aware of. LLCs in Connecticut are subject to an annual Connecticut Business Entity Tax if they’re required to file an annual report with the Connecticut Secretary of the State. See the Connecticut Department of Revenue Services website for more information on the taxes your LLC will be responsible for. An experienced accountant or tax specialist can also help you make the best tax decisions and keep your business tax-compliant.
If you file a paper application, processing usually takes seven to 10 business days. However, if the Secretary of State is busy, it could take up to several weeks. If you file online, you’ll typically have your Certificate of Organization processed in two to three days.
You can also expedite your order for an additional fee.
You don’t need to file your operating agreement, but you should keep it on file for future reference. Connecticut doesn’t require LLCs to draft or adopt an operating agreement. However, some states do legally require LLCs to have an operating agreement.
When you get an EIN, you’ll be informed of the available tax classification options. Most LLCs elect pass-through taxation, where the LLC’s members are only taxed once on their earnings.
But if you meet the IRS criteria, you could also have your LLC taxed as an S corporation (please see our What is an S Corp? page). For some LLCs, this can decrease the amount of taxes the members would pay for Social Security and Medicare.
Alternatively, you can have your limited liability company taxed as a What is a C corporation?. A C corporation can take advantage of the widest range of deductions, but this is usually advisable only for much larger and more profitable LLCs.
A qualified tax professional can advise you as to which tax status makes the most sense for your LLC.
No, Connecticut doesn’t currently permit Series LLCs. A Series LLC has multiple series of members, managers, or LLC interests, each having separate rights, powers, or duties from members in other series of the same LLC.
Each series may also have a distinct business purpose and segregate its liability from the other series in the LLC.
You’ll need to make sure your LLC has all the licenses and permits it’s required to have by law. Unfortunately, because licensing varies by industry and location and can occur on the federal, state, and local levels, there’s no central place to check to see if you have all the licenses and permits you need. You’ll have to do some research. If you don’t have the time or inclination to do all this research, or if you just want the peace of mind to know that your business has all the licenses and permits it’s legally required to have, our license report service can do the work for you.
Before starting the dissolution process, the members of an LLC should vote to dissolve it. For the subsequent steps please refer to our Connecticut business dissolution guide.
Yes, you can use an LLC registered in a different state (foreign LLC) to conduct business in Connecticut after you file a Foreign Registration Statement.
Generally, PLLCs need to be organized by professionals with the same license. But regulations vary; some industry’s regulatory boards allow for similar services to team up, and other boards might prohibit this. Please check with your industry’s requirements for full guidelines.
Yes, you can form an LLC in Connecticut using an out-of-state address, but you must still have a registered agent with a physical street address in Connecticut.
Yes, you need a registered agent in Connecticut to receive legal documents and certain state notices on behalf of the LLC.
The cost of the ZenBusiness registered agent service in Connecticut is $199 per year.
The ZenBusiness Worry-Free Compliance service includes reminders and assistance with state filings and amendments for $199 annually. It’s also included at no extra cost in the Pro and Premium plans.
The cost of filing an annual report with ZenBusiness without the Worry-Free Compliance service is $100 plus the state filing fee.
No, your LLC must have a registered agent with a physical street address in Connecticut.
The ZenBusiness Pro Plan in Connecticut costs $199 annually. It includes LLC filing, Worry-Free Compliance service, operating agreement template, EIN number, 100% accuracy guarantee, and our fastest filing speed.
The cost of the ZenBusiness Premium Plan in Connecticut is $299 annually, which includes LLC formation, EIN, operating agreement, Worry-Free Compliance service, expedited filing, business website, domain name with privacy protection, business email, business document template library, and premium support.
The cost of the Starter Plan in Connecticut is $0, which includes only the LLC filing and 100% accuracy guarantee.
To form a single-member LLC in Connecticut, you’ll need to file a Certificate of Organization with the Secretary of State ($120 fee) and create an operating agreement (not filed but recommended). Connecticut requires annual reports due by March 31st each year ($80 fee), not by anniversary month.
Single-member LLCs are treated as disregarded entities for federal taxes unless you elect different treatment, and may need to register with the Connecticut Department of Revenue Services depending on business activities. You’ll need an EIN if you have employees, for certain banking purposes, or meet other criteria, though it’s sometimes optional for single-member LLCs filing as disregarded entities.
Connecticut doesn’t have publication requirements, but you may need industry-specific licenses and permits based on your business activities and location.
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