Key Takeaways
- $250 Certificate of Incorporation filing fee (Online (business.ct.gov)) paid to the Connecticut Secretary of the State, Business Services Division
- Minimum 1 director required (Conn. Gen. Stat. § 33-737)
- Annual Report (Online (business.ct.gov)) due within by the end of the anniversary month of incorporation, each year, $150 fee; loss of good standing and eventual administrative dissolution late penalty
- $250 minimum Corporation Business Tax on Form CT-1120 (7.5% of net income); a 10% surtax applies only at $100 million or more in gross income; no share-based franchise tax
- Registered Agent with a physical Connecticut street address required
- No publication requirement
- S-Corp election available via IRS Form 2553 within 75 days of formation; a Connecticut S-Corp can also elect the 6.99% PTET
- Same-day filing available through LLC Attorney at no markup on state fees
Forming a corporation in Connecticut starts with a Certificate of Incorporation filed with the Secretary of the State for a $250 fee, at least one director, and a registered agent with a Connecticut street address. Two follow-on obligations define the Connecticut timeline: a one-time $150 Organization and First Report due within 30 days of the organizational meeting, and a $150 Annual Report due every year in the corporation's anniversary month. On the tax side, a Connecticut C-Corp pays the Corporation Business Tax at 7.5% of net income with a $250 minimum. This guide walks through every step and cost, with formation available through LLC Attorney starting at $49.
C-Corp vs LLC in Connecticut
Most first-time business owners in Connecticut form an LLC. A Connecticut corporation earns its keep in narrower situations — when you plan to bring on equity investors, issue stock options to early employees, or build the kind of governance structure that a financial-services or insurance counterparty expects to see.
Choose a Connecticut corporation when:
- You plan to raise venture capital or institutional investment. VC firms, angels, and most institutional investors require a C-Corp structure before they write a check. Preferred stock, convertible notes, SAFEs, and board governance by class are native to corporations, not LLCs.
- You want to issue stock options to employees (ISOs). Corporations issue stock; LLCs issue membership interests. ISO and NSO option plans are available to corporations but not to LLCs.
- You expect to eventually go public or sell to a public company. Public markets operate on corporate stock mechanics.
- You are in a regulated industry where corporate structure is required or expected by licensing boards, government contracts, or institutional counterparties.
Stick with an LLC when:
- You are a small business with one or a few owners who will not need institutional investment.
- Pass-through taxation without payroll complexity is the priority.
- You do not need stock option plans or institutional investment mechanics.
Why and when to incorporate in Delaware vs your home state
Delaware is the default for startups on a venture track. Institutional investors expect it, term sheets assume it, and the Court of Chancery resolves corporate disputes faster than any general trial court. If you are raising a priced round or structuring for QSBS eligibility, incorporate in Delaware.
If you are not raising outside capital, Connecticut is usually the better choice. A Delaware corporation operating in Connecticut still has to register as a foreign corporation there, pay Connecticut fees, and file a Delaware franchise tax return each March 1. That is duplicate overhead with no benefit for a business that will not seek institutional investment.
What's Unique About Corporations in Connecticut?
Connecticut concentrates serious corporate activity in two places: the insurance and financial-services cluster around Hartford, often called the Insurance Capital of the World, and the hedge-fund and corporate-headquarters corridor of Fairfield County feeding into the New York City economy. That mix means many Connecticut C-Corps are formed by financial, insurance, and professional-services operators who need a credible in-state entity. Unlike Delaware, Connecticut charges no share-based franchise tax, so the recurring cost of a Connecticut corporation is driven by the $250 minimum Corporation Business Tax and the $150 Annual Report rather than by how many shares you authorize.
Key Connecticut-specific requirements:
- Certificate of Incorporation (not "Articles of Organization" — that is the LLC filing document)
- At least one director (Conn. Gen. Stat. § 33-737); no residency or shareholding requirement unless the bylaws add one
- $250 minimum Corporation Business Tax on Form CT-1120 (7.5% of net income); a 10% surtax applies only at $100 million or more in gross income; no share-based franchise tax
- Annual Report due by the end of your incorporation anniversary month, not a fixed statewide date — the deadline is specific to when you formed
- Organization and First Report due within 30 days of the organizational meeting — a one-time $150 filing unique to new Connecticut corporations and easy to overlook
Selecting a Name for Your Connecticut Corporation
Your corporation's name must comply with Connecticut naming requirements:
- Must include "Corporation," "Incorporated," "Inc.," "Corp.," or another Connecticut-approved designator (Conn. Gen. Stat. § 33-655)
- Must be distinguishable from all existing Connecticut entities in the Connecticut business records search at business.ct.gov
- the name must contain the word Corporation, Incorporated, Company, or Limited, or one of the abbreviations Corp., Inc., Co., or Ltd., and may not imply a purpose the corporation is not authorized to pursue under its Certificate of Incorporation
- Names implying government affiliation or banking activity are restricted
Search the Connecticut business records search at business.ct.gov at business.ct.gov before filing. Your name search is not a reservation — the name can be registered by another filer while you prepare your Certificate of Incorporation.
Name reservation: file a name reservation with the Connecticut Secretary of the State, Business Services Division, $60 fee, holding the name for 120 days. Recommended if your paperwork takes more than a few days to prepare.
Directors, Officers, and Shareholders in a Connecticut Corporation
A Connecticut corporation has three distinct roles:
Shareholders own the corporation. They hold stock and vote on major decisions — electing directors, approving mergers, authorizing major asset sales. Shareholders do not manage day-to-day operations.
Directors govern the corporation through a Board of Directors. They set strategic direction, authorize major transactions, and oversee management. Connecticut's director requirements: Connecticut requires at least one director (Conn. Gen. Stat. § 33-737), and the board's exact size is fixed in the bylaws or Certificate of Incorporation. Directors do not have to be Connecticut residents or shareholders unless the corporation's own governing documents impose that condition (§ 33-736). A corporation may also use a variable-range board, stating a minimum and maximum number of directors and letting the board or shareholders set the actual count within that range.
Officers (CEO, CFO, Secretary, etc.) manage day-to-day operations. Officers are appointed by the Board of Directors. Connecticut requires the officers described in its bylaws, with one officer responsible for preparing minutes and authenticating records; one person may hold multiple offices (Conn. Gen. Stat. § 33-763). One individual can be the sole director and simultaneously hold every officer position the bylaws create, which is the normal setup for a single-owner Connecticut C-Corp.
Designating a Registered Agent
Every Connecticut corporation must designate a Registered Agent — a person or entity with a physical Connecticut street address who receives legal notices, lawsuits, and official state correspondence on behalf of your corporation.
Every Connecticut corporation must continuously maintain a registered agent with a physical Connecticut street address, since a P.O. box does not satisfy the requirement. The agent — an individual Connecticut resident or a business entity authorized in Connecticut — must be available during business hours to accept service of process and forwards official Secretary of the State and legal mail to the corporation. A corporation may not serve as its own registered agent.
If the Connecticut Secretary of the State, Business Services Division cannot deliver legal notices to your Registered Agent, Connecticut can administratively administratively dissolve your corporation. LLC Attorney's Connecticut Registered Agent service is $125/year.
Connecticut Corporation Costs and Compliance
How to Form a Corporation in Connecticut
If You Do It Yourself
Step 1 — Choose a corporate name that complies with Connecticut's requirements.
Your corporate name must be distinguishable from all existing Connecticut entities and include an approved corporate designator ("Inc.," "Corp.," "Corporation," "Incorporated," or as specified in Conn. Gen. Stat. § 33-655). Search the Connecticut business records search at business.ct.gov at business.ct.gov before preparing any documents. Run your proposed name through the business records search at business.ct.gov to confirm it is distinguishable; that check covers Connecticut entity names only, so clear the mark against the USPTO database separately if you plan to brand around it.
Step 2 — Reserve your corporate name (recommended).
File a name reservation with the Connecticut Secretary of the State, Business Services Division, $60 fee, good for 120 days. If you are not filing immediately, this prevents another entity from taking your name while you prepare documents.
Step 3 — Decide your director structure before opening the formation form.
Connecticut requires 1 director at formation. Settle on a board size before you file. A single founder can serve as the only director; a corporation with a few investors or co-founders typically seats three to five. If you anticipate adding directors, write a variable-range provision (minimum and maximum) into the bylaws now so you can expand the board without amending the Certificate of Incorporation later. Write down your director names and Connecticut addresses before you open the form — most state portals cannot save a partially completed filing.
Step 4 — Designate your Registered Agent.
Every Connecticut corporation must have a Registered Agent with a physical Connecticut street address. P.O. boxes are not accepted. If you have no staffed Connecticut address, a commercial registered agent keeps your home address off the public record. LLC Attorney can act as your Connecticut Registered Agent and route every state notice and legal document to your online portal.
Step 5 — Complete the Certificate of Incorporation (Online (business.ct.gov)).
Go to business.ct.gov and use the current version of the Certificate of Incorporation. Always file directly through the Connecticut Secretary of the State, Business Services Division — outdated forms are rejected without refund. Complete it with:
- Your exact corporate name including designator
- Your Registered Agent — full legal name and physical Connecticut street address
- Your authorized share structure — authorize a round number such as 1,000 or 10,000 shares of common stock with no par value or a nominal par value, since Connecticut does not scale its filing fee or annual obligation to your share count
- Director names and addresses
- Incorporator signature (the person submitting the form; need not be a director or shareholder)
- The number of shares the corporation is authorized to issue and, if more than one class, the designations and rights of each class
Step 6 — File the Certificate of Incorporation and pay the $250 fee.
File online at business.ct.gov or by mail to the Connecticut Secretary of the State, Business Services Division in Hartford. Online processing is 3 to 5 business days for standard online filings under normal volume.
- 24-hour service: $50 additional (total: $300)
- Connecticut offers expedited handling only through the online filing system; there are no faster same-day or two-hour counter tiers.
Step 7 — Wait for your approved Certificate of Incorporation.
Your corporation does not legally exist during the review period. You cannot open bank accounts, sign contracts as the corporation, or issue stock until the Connecticut Secretary of the State, Business Services Division approves your filing. Standard processing is 3 to 5 business days for standard online filings; longer for mailed paper filings, which can run several weeks during high-volume stretches during peak filing season. Keep your approved Certificate of Incorporation — every bank, licensing board, and counterparty will request it.
Step 8 — Hold your organizational meeting and adopt bylaws.
After approval, your Board of Directors must hold an organizational meeting (or sign a written consent in lieu of meeting) to adopt bylaws, elect officers, authorize the bank account, authorize stock issuance, and set the fiscal year. Connecticut does not require bylaws to be filed with the Secretary of the State — keep them with your corporate records. Under Conn. Gen. Stat. § 33-640 the incorporators or initial board adopt the bylaws; Connecticut bylaws control board size, officer duties, and meeting mechanics, and the Connecticut Business Corporation Act fills any gap you leave silent, so draft them rather than leaning on the statutory defaults. A generic template may omit Connecticut-specific provisions and may not align with your share structure.
Step 9 — Issue stock to founders.
Authorize and issue shares to founders immediately after your organizational meeting. Document the issuance in your stock ledger and issue stock certificates (or maintain uncertificated share records). Each founder's share count and issuance price must be documented. Because Connecticut levies no share-based franchise tax, the authorized-share decision here is governance, not cost. Pick a number that leaves headroom for a founder stock split and a future option pool. Increasing authorized shares later means a Certificate of Amendment and a $100 fee, so most closely held Connecticut C-Corps simply start at 10,000 to avoid revisiting it.
Step 10 — File your initial Annual Report (Online (business.ct.gov)) within by the end of the anniversary month of incorporation, each year.
After your Certificate of Incorporation is approved, you have by the end of the anniversary month of incorporation, each year to file Online (business.ct.gov) with the Connecticut Secretary of the State, Business Services Division. This filing confirms your Registered Agent address, principal office address, and director and officer contact information. Filing fee: $150. Missing the deadline triggers a loss of good standing and eventual administrative dissolution penalty.
Step 11 — Apply for your federal EIN.
Your corporation needs an EIN to open a bank account, hire employees, and handle tax filings. Apply at irs.gov/ein. Free, no government filing fee. Available Monday through Friday, 7 a.m. to 10 p.m. Eastern. 15-minute inactivity timeout — have all information ready before starting. International incorporators without a U.S. SSN or ITIN must apply by phone (IRS Form SS-4, 267-941-1099).
Step 12 — Open a corporate bank account.
Required documents: your approved Certificate of Incorporation, your EIN confirmation letter (IRS Form CP 575 or SS-4 approval), your adopted bylaws, a board resolution authorizing the account, and personal ID of authorized signers. Call ahead — bank requirements for corporations are more involved than for LLCs.
Step 13 — Register for Connecticut state taxes.
Your federal EIN does not automatically register you with Connecticut state agencies. Depending on your business type:
- Connecticut sales and use tax (Connecticut Department of Revenue Services (6.35% state sales tax), if you sell taxable goods or services) — portal.ct.gov/drs
- Connecticut employer payroll taxes (Connecticut Department of Labor, if hiring Connecticut employees) — ctdol.state.ct.us
- Connecticut sales and use tax registration through myconneCT (Department of Revenue Services) if the corporation sells taxable goods or services in Connecticut
Step 14 — Pay your Connecticut annual tax.
Connecticut does not tax authorized shares, so there is no franchise-tax calculation to optimize. Instead, your corporation pays the Corporation Business Tax on Form CT-1120 at 7.5% of net income, subject to a $250 minimum that applies even in years with no profit. File and pay electronically through myconneCT, the Department of Revenue Services portal. The return is generally due the 15th day of the month following the due date of your federal corporate return. If gross income reaches $100 million, add the 10% surtax in effect through the 2028 income year.
Step 15 — Decide whether to elect S-Corp tax treatment.
C-Corporation income is taxed twice: once at the corporate level (federal rate currently 21%), and again when distributed to shareholders as dividends. An S-Corp election converts the corporation to pass-through taxation. S-Corp election is available for Connecticut corporations that meet IRS eligibility: 100 or fewer shareholders, all U.S. citizens or residents, only one class of stock, and no institutional or foreign shareholders. File IRS Form 2553 within 75 days of formation. The election is made with the IRS — it does not require any Connecticut filing. Connecticut conforms to the federal S-Corp election: once the IRS accepts Form 2553, the corporation's income generally passes through to shareholders rather than facing the Corporation Business Tax. A Connecticut S-Corp is instead an affected business entity that may file the Pass-Through Entity Tax (PTET) at 6.99% — elective since the 2024 income year — which can let shareholders work around the federal SALT deduction cap. The election only fits closely held companies; institutional investors, multiple stock classes, and non-resident or entity shareholders all disqualify it, so reserve S-Corp status for a profitable, tightly owned operating business and model the PTET trade-off with a CPA.
Step 16 — Set annual compliance reminders.
Connecticut corporations must file and pay on a recurring basis:
- Annual Report (Online (business.ct.gov)): Annually, by the end of the incorporation anniversary month, $150 fee — loss of good standing and eventual administrative dissolution if missed
- Corporation Business Tax: Form CT-1120 filed with the Department of Revenue Services, 7.5% of net income with a $250 minimum even when the corporation loses money; due on the 15th day of the month following the federal return deadline
- Organization and First Report: a one-time $150 filing due within 30 days of the organizational meeting, recording the corporation's initial directors, officers, and principal office
Missing these filings puts your corporation in bad standing with the Connecticut Secretary of the State, Business Services Division and Connecticut Department of Revenue Services. Suspension means you cannot file documents, defend lawsuits, or do business in Connecticut. If you would rather not manage this process, the service handles Connecticut corporation formation starting at $49.
If LLC Attorney Does It for You
- Submit your information at llcattorney.com — corporate name, director structure, authorized shares, Registered Agent preference, fiscal year, and target formation date. No forms to find or download.
- LLC Attorney files your Certificate of Incorporation with the Connecticut Secretary of the State, Business Services Division, drafts your bylaws, handles your organizational meeting consent, issues your stock ledger documentation, applies for your EIN, and covers same-day filing if needed. Your Registered Agent designation and initial Annual Report are included.
- Receive your approved Certificate of Incorporation, bylaws, organizational consent, stock documentation, and EIN confirmation through your LLC Attorney client portal. Annual compliance reminders are included so you never miss a Online (business.ct.gov) deadline or annual tax payment.
S-Corp Election for Connecticut Corporations — What You Need to Know
An S-Corp election is not a separate entity — it is a federal tax election made by an existing corporation. Your Connecticut corporation remains a Connecticut corporation; you are only changing how the IRS taxes it.
The S-Corp tax advantage: a C-Corp pays 21% federal corporate income tax on net income, and shareholders pay income tax again on dividends. An S-Corp passes income directly to shareholders' personal returns, skipping the corporate-level tax. For owner-operated businesses with consistent profitability above roughly $40,000/year, the S-Corp election typically produces material tax savings.
S-Corp payroll requirement: if you elect S-Corp status and work in the business, you must pay yourself a "reasonable salary" subject to payroll taxes. The savings come from income above that salary, which passes through without payroll tax. Skip the salary and the IRS can reclassify your distributions as wages and assess back payroll taxes plus penalties.
Eligibility requirements:
- 100 or fewer shareholders
- All shareholders must be U.S. citizens or permanent residents
- Only one class of stock (identical distribution and liquidation rights)
- No institutional shareholders, partnerships, or non-resident alien shareholders
Connecticut treatment of S-Corps: Connecticut conforms to the federal S-Corp election: once the IRS accepts Form 2553, the corporation's income generally passes through to shareholders rather than facing the Corporation Business Tax. A Connecticut S-Corp is instead an affected business entity that may file the Pass-Through Entity Tax (PTET) at 6.99% — elective since the 2024 income year — which can let shareholders work around the federal SALT deduction cap. The election only fits closely held companies; institutional investors, multiple stock classes, and non-resident or entity shareholders all disqualify it, so reserve S-Corp status for a profitable, tightly owned operating business and model the PTET trade-off with a CPA.
Filing deadline: IRS Form 2553 must be filed within 75 days of formation, or by March 15 of the tax year for which you want the election effective. Late elections are sometimes accepted with a written explanation of reasonable cause.
When Should You Consult an Attorney for Your Connecticut Corporation?
LLC Attorney provides on-demand attorney consultations for a flat rate per 30-minute session — no retainer required. Corporation formation benefits from attorney guidance more than most entity types because of share structure, bylaw complexity, and S-Corp election timing. Common scenarios:
- Multiple founders or investors: share structure decisions made at formation (authorized shares, classes, par value) affect every future financing round and exit. A misstructured cap table is expensive to unwind.
- S-Corp election analysis: whether to elect depends on projected net income, payroll requirements, and state-level S-Corp recognition. The payroll requirement catches founders off guard.
- High-liability industry: regulated industries may have specific corporate structure requirements from licensing boards or insurance carriers.
- Raising capital: if you plan to raise institutional capital, your share structure, option pool, and Delaware vs. home-state decision should be reviewed before you file.
- Connecticut-specific wrinkles: Connecticut may have corporate law provisions a generic national template does not cover correctly.
What You Actually Get When You Incorporate in Connecticut with LLC Attorney
A Connecticut corporation that has only cleared the Secretary of the State is not a working corporation. The state filing creates the shell; it does not produce the bylaws, organizational consent, stock ledger, or the 30-day Organization and First Report that make the entity operate and keep its liability shield standing. A "$0 filing" that omits those leaves you with an unfinished C-Corp — and in Connecticut the missed 30-day report is exactly the kind of gap that surfaces at the worst possible moment.
Included with LLC Attorney corporation formation, starting at $250:
- Same-day or 24-hour Connecticut filing at no markup on the state fee. Most services charge extra to expedite.
- Attorney-drafted bylaws, initial board consent, and organizational minutes — customized, not auto-generated templates.
- Initial stock issuance and cap-table setup, so your ownership is documented correctly from day one.
- Federal EIN, obtained for you.
- Connecticut Registered Agent service at $125/year, included to keep you in good standing.
- S-Corp election guidance when pass-through tax treatment is the right call for your situation.
- Access to attorney-trained Business Success Advisors at no charge, plus optional flat-fee attorney consultations (no retainer).
Connecticut's cost is predictable rather than low, so what matters is finishing the entity correctly — adopted bylaws, an organizational meeting, the 30-day Organization and First Report, and a clean stock ledger — and every one of those is included here.
Starting Your Connecticut Corporation with LLC Attorney
Connecticut's corporate formation requirements are straightforward but carry a couple of easy-to-miss steps — the 30-day Organization and First Report, the anniversary-month Annual Report, and the $250 minimum Corporation Business Tax owed even in a loss year. Getting your directors, share structure, bylaws, and initial compliance filings right at formation prevents expensive corrections later.
The service handles Connecticut corporation formation starting at $49. Same-day filing is available at no markup on state fees. On-demand attorney consultations in 30-minute increments — no retainer — cover bylaws drafting, S-Corp election analysis, Connecticut S-Corp and PTET planning and multi-shareholder cap-table structuring, and annual tax planning. See our full pricing for all service tiers.
Frequently Asked Questions
Standard Connecticut corporate filings submitted online at business.ct.gov clear in about 3 to 5 business days. Mailed paper filings take considerably longer and can stretch several weeks during busy periods. Connecticut offers a $50 expedited option through the online system, bringing the Certificate of Incorporation total to $300. LLC Attorney files your Connecticut corporation online to hit time-sensitive formation dates without surprise markups.
A C-Corp and an S-Corp are the same Connecticut corporation — the difference is federal tax treatment only. A C-Corp pays corporate income tax at the entity level (21% federal rate), and shareholders pay personal income tax again on dividends. An S-Corp elects pass-through taxation — income flows to shareholders' personal returns without corporate-level tax. The election is made with the IRS via Form 2553 and has no impact on your Connecticut formation documents. Connecticut recognizes the federal S-Corp election, and an S-Corp can also elect the 6.99% Pass-Through Entity Tax, but the eligibility limits make it a poor fit for any corporation planning to raise outside capital.
Yes. Connecticut permits a one-person corporation: the same individual may be the sole shareholder, the only director, and hold all of the officer roles defined in the bylaws (Conn. Gen. Stat. § 33-763). To keep the liability shield intact you still need to follow corporate formalities — adopt bylaws, document an organizational meeting, file the Organization and First Report, issue stock to yourself, and keep corporate funds separate from personal funds.
A Connecticut C-Corporation pays the Corporation Business Tax at 7.5% of net income, with a $250 minimum tax due even if the corporation breaks even or loses money. Corporations with $100 million or more in gross income owe an additional 10% surtax, currently extended through the 2028 income year. Connecticut imposes no franchise tax tied to authorized shares. At the federal level, a C-Corp pays the 21% corporate income tax unless it elects S-Corp treatment, in which case income passes through to shareholders.
A Connecticut stock corporation files an Annual Report with the Secretary of the State each year by the end of its incorporation anniversary month. The fee is $150, filed online at business.ct.gov. Separately, a brand-new corporation must file an Organization and First Report ($150) within 30 days of its organizational meeting to record initial directors, officers, and the principal office. Letting the Annual Report lapse costs the corporation its good standing and, if uncorrected, leads to administrative dissolution.
Connecticut does not require corporations to file bylaws with the Secretary of the State. However, bylaws are a legal requirement for corporate governance — they define how your board operates, how shareholder meetings work, how officers are appointed, and how major decisions are made. A corporation without bylaws is technically non-compliant and lacks the foundational document that governs all major corporate decisions. Every bank, investor, and serious counterparty will request your bylaws.
Filing the Corporation Business Tax late exposes the corporation to interest at 1% per month on the unpaid balance plus a penalty (generally 10% of the tax due or $50, whichever is greater). Separately, failing to file the $150 Annual Report with the Secretary of the State causes the corporation to lose good standing and, if the lapse continues, leads to administrative dissolution under the Connecticut Business Corporation Act. Reinstatement requires bringing both the report and any back taxes current.
Yes. A Connecticut corporation can convert to an LLC by filing a Certificate of Conversion with the Secretary of the State under the Connecticut Business Corporation Act. Converting from a C-Corp to an LLC is a taxable event federally and can trigger gain recognition, so model the consequences with a CPA before filing — depending on your assets and basis it may be cleaner to dissolve and re-form. Confirm all Annual Reports and Corporation Business Tax filings are current before you start, because the state will not process a conversion for an entity that is not in good standing.
If Connecticut is unable to deliver legal notices to your Registered Agent, the state can administratively administratively dissolve your corporation. This can happen without direct notice to you. A professional Registered Agent service ensures a qualified person is available during business hours at a physical Connecticut address to receive any legal documents on your behalf.