Form an LLC in Connecticut

What Connecticut asks for on the certificate of organization

Conn. Gen. Stat. § 34-247(b) requires the certificate of organization to state the company name, the street and mailing address of the principal office, the registered agent's name with a Connecticut street and mailing address, the name plus both the business address and the residence address of at least one manager or member, a valid electronic mail address for the company, and the company's NAICS code. The form calls for a six digit NAICS code, and the state uses the email address to notify entities when their annual reports are due. Public Act 24-111 added the NAICS code and made the email address mandatory, effective January 1, 2025.

The residence address has a release valve. Section 34-247(b)(4) lets the Secretary of the State accept a business address in place of the business and residence addresses on a showing of good cause, which the statute says includes a showing that public disclosure of that residence address "may expose the personal security of such manager or member to significant risk." Only three members or managers are displayed on the business registry page. The principal office address may not be a P.O. box; the mailing address may be.

Filing with the Business Services Division

Connecticut entity filings go to the Office of the Secretary of the State, Business Services Division, through Business.CT.gov. Section 34-243u(a)(3) prices "filing a certificate of organization, including appointment of registered agent" at $120. Under § 34-247(d) the company is formed on the date and at the time the Secretary of the State files the certificate, and it receives a Business ID, also called the Authoritative Legal Entity Identifier, or ALEI.

The Division directs filers to submit paper documents through the "submit paper filing" option, calls mail and hand delivery "strongly discouraged," and tells filers to "expect a much longer turnaround time on all paper filings submitted by mail or hand delivery." Mailed filings must be paid by check or money order. Mail goes to P.O. Box 150470, Hartford, CT 06115-0470, and couriers and hand deliveries to 165 Capitol Avenue, Suite 1000, Hartford, CT 06106.

Processing and expedited service

The Secretary of the State publishes no numeric standard processing time. The Business.CT.gov expedited services article states that "most filings made on Business.CT.gov are automatically accepted, so expedited service is unnecessary." Expedited service costs $50 per transaction on top of the filing fee, with each certificate or copy counted as a separate transaction, and it is offered only through Business.CT.gov; it is not available for filings submitted by mail. That article publishes no turnaround time. The Secretary of the State's paper request form, Form EXP-1-1.0, Rev. 9/2012, is titled "Expedited Service Request (24 Hour)."

Naming a Connecticut LLC

Section 34-243k(a) requires the name to contain "limited liability company" or the abbreviation "L.L.C." or "LLC." A company formed on or after July 1, 2017 to render professional services must instead carry "PLLC" or one of its longer forms under § 34-243h(e). The name has to be distinguishable on the records of the Secretary of the State from existing entity names, names of entities registered to do business here, reserved names, and names registered under § 34-243m. Section 34-243k(d) then takes words indicating a type of person, such as "Inc." or "LLP," out of that comparison: they "may not be taken into account." The Business Records Search on Business.CT.gov accepts a name, an ALEI or a filing number. Section 34-243l(a) reserves a name for the applicant's exclusive use for 120 days for $60, and transferring the reservation costs another $60.

A Connecticut DBA is a town filing

Section 35-1a(b) requires the trade name application to be filed on a form prescribed by the Secretary of the State "in the office of the town clerk in the town in which such business is, or will be, principally transacted." The fee is $20 payable to the town clerk, the application must be hand signed and notarized, and the certificate is valid for five years from issuance. No certificate is required if the LLC transacts business under the name stated in its formation or registration document. Town clerks are not required to determine that a trade name is unique, and Business.CT.gov states that a trade name "is not a business organization and provides no liability protection itself. It does not protect that business name from use by someone else." Section 35-1d(d) makes transacting business under an unregistered assumed name punishable by a fine of not more than $500, imprisonment of not more than one year, or both.

Registered agent

Section 34-243n(a) makes the designation of a registered agent "an affirmation of fact by the limited liability company ... that the agent has consented to serve as agent," and § 34-243n(d) requires the agent to sign the written appointment as well. Section 34-243n(b) lists nine eligible categories, including any Connecticut resident and Connecticut or authorized foreign corporations, LLCs, registered LLPs and statutory trusts. The form instructions state that the LLC may not be its own agent, though a member or manager who lives in Connecticut may be. An individual agent gives a business address, a Connecticut residence address and a Connecticut mailing address; only the mailing address may be a P.O. box. A change of agent, a change of the agent's address and a notice of resignation each cost $50. Under § 34-267g(c), unless the company files an appointment within three months of the Secretary of the State's notice, the Secretary files a certificate of dissolution by forfeiture. See the Connecticut registered agent guide.

The operating agreement

Section 34-243a reaches "the agreement, whether or not referred to as an operating agreement and whether oral, implied, in a record or in any combination thereof, of all the members of a limited liability company, including a sole member." It is not filed with the Secretary of the State and appears nowhere in the § 34-243u schedule of filings and fees. Where it is silent, § 34-243d(b) provides that §§ 34-243 to 34-283d govern the matter. General drafting points are in the operating agreement guide.

The annual report

Every Connecticut LLC files an annual report after January first and before April first of each calendar year, at $80. The window does not move with the formation date: § 34-247k(c) puts the first report in that window in the year following the calendar year the company was formed. Section 34-247k(a) requires the report to be delivered by electronic transmission, and Business.CT.gov states that all annual reports must be filed online; § 34-247k(e) lets the Secretary of the State grant an exemption on request for lack of capability or other good cause. An amended annual report, for information other than the name that changes more than thirty days before the next report is due, costs $25 under § 34-247k(g). The Secretary of the State emails the address on file about one month before the due date, or mails a postcard to the business address if no email address was given.

What happens when it is missed

Connecticut charges no monetary late fee. Section 34-243u(a) is the complete schedule of fees the Secretary of the State charges for these filings, and none of its nineteen items is a late or penalty fee. Under § 34-267g(b), once a company is more than one year in default the Secretary of the State may send an electronic mail notice that its rights and powers are prima facie forfeited, and unless the report is filed within three months of that notice, files a certificate of dissolution by forfeiture. Business.CT.gov names the steps: a Notice of Intent to Dissolve/Revoke, then 90 days to file all past due annual reports, then a Notice of Forfeiture/Revocation. The status becomes "forfeited," the business name becomes available, and under § 34-267g(f) the company may carry on no activities except winding up and liquidating, or applying for reinstatement.

Reinstatement

Section 34-267b(a) allows reinstatement "at any time after its dissolution," subject only to a Superior Court order entered under § 34-267(a)(4) or (5). The Combined Certificate of Reinstatement and Annual Report totals $120 and includes the annual report filed with it. Section 34-267b(b) requires the written consent of a majority in interest of the members, an annual report for the current year, and an appointment of a registered agent; a name no longer available must be changed by amendment at the same time. Reinstatement is treated as if the dissolution had never occurred, and the company keeps its original formation date.

Connecticut taxes and employer registrations

Section 34-243v treats an LLC for Connecticut and local tax purposes in accordance with its federal tax classification. The $250 affected business entity tax remains on the books as § 12-284b under the caption "Sunset," and by its own terms applies only to taxable years commencing before January 1, 2020.

The pass-through entity tax is elective. For taxable years commencing on or after January 1, 2024, § 12-699(b) provides that an affected business entity "may elect" to pay it, and the Department of Revenue Services calls the election annual and irrevocable. The rate under § 12-699(c) is 6.99% of the tax base, the resident portion of unsourced income plus modified Connecticut source income. An LLC treated as a partnership for federal income tax purposes qualifies as a pass-through entity. A member subject to the chapter 229 income tax takes a credit equal to 87.5% of that member's direct and indirect share of the tax paid.

Sales and use tax is 6.35% under § 12-408(1)(A). Registration costs $100 through myconneCT, and DRS requires the permit before any sales are made. An LLC with employees registers with DRS for Connecticut income tax withholding and with the Department of Labor through ReEmployCT. The Connecticut LLC tax guide has more.

Licenses and permits

Connecticut issues no general statewide business license. The Business.CT.gov licensing article sends each reader to an industry agency by business type and names no general license. Many licenses are applied for and renewed on Connecticut's eLicense website, and the New Business Checklist tool reports which license types a given business needs.

Later filings

A certificate of amendment and a restated certificate of organization each cost $120. A statement of correction has no state form and costs $100; § 34-247a(d) requires a member of a member managed LLC, or a manager of a manager managed LLC, who knows that filed information was inaccurate or has become inaccurate to promptly cause a correcting filing. The good standing document is the Certificate of Legal Existence at $50. The Certificate of Dissolution costs $0, and § 34-267a(b)(1)(A) requires a dissolved company to deliver one promptly after dissolution; see the Connecticut dissolution guide. A company formed elsewhere files a Foreign Registration Statement for $120 and then the same $80 annual report. Section 34-275a(g) adds $300 for each month or part of a month a company transacts business without registering, unless it registers within ninety days of commencing business. The Connecticut foreign LLC guide has the steps.

EIN

An EIN is issued by the Internal Revenue Service rather than by a Connecticut agency. The EIN guide covers the application.

Frequently asked questions

How much does it cost to form an LLC in Connecticut?

The certificate of organization costs $120, and Conn. Gen. Stat. 34-243u(a)(3) states that the fee covers filing the certificate including appointment of the registered agent. Expedited service adds $50 per transaction and is available only on filings submitted through Business.CT.gov.

When is the Connecticut LLC annual report due?

After January first and before April first of each calendar year, at $80. Section 34-247k(c) places the first report in that window in the year following the calendar year the LLC was formed, so the due date does not depend on the formation date.

Is there a late fee for a missed Connecticut annual report?

No. Conn. Gen. Stat. 34-243u lists no late fee. Once an LLC is more than one year in default, section 34-267g(b) lets the Secretary of the State email notice that the company's rights and powers are prima facie forfeited and file a certificate of dissolution by forfeiture if the report is not filed within three months.

Does a Connecticut certificate of organization need a NAICS code?

Yes. Section 34-247(b) requires the company's NAICS code and a valid electronic mail address on the certificate, and the Secretary of the State's form specifies a six digit NAICS code. The email address is where the state sends notice that the annual report is due.

Where is a Connecticut DBA filed?

With the town clerk in the town where the business is or will be principally transacted, not with the Secretary of the State. Section 35-1a(b) sets that rule, the fee is $20 payable to the town clerk, the application must be hand signed and notarized, and the certificate is valid for five years from issuance.

Does Connecticut still charge the $250 business entity tax?

Conn. Gen. Stat. 12-284b is captioned Sunset and applies the $250 affected business entity tax only to taxable years commencing on or after January 1, 2013 but prior to January 1, 2020.