Connecticut limited liability companies (LLCs) are affordable and easy to set up, with a $120 filing fee and just a two-page application. As with other states, Connecticut has some unique LLC requirements. That said, the process to register one is simple: Review the Connecticut Secretary of State’s (SOS) naming rules, fill out the necessary forms, and pay the fee. Here’s how.
Starting an LLC in Connecticut in 7 steps
You can follow the steps below to start your CT LLC, or LegalZoom can handle the paperwork and filings for as low as $120 (the cost of the filing fee). Either way, let’s go over how to begin the registration process with the SOS.
1. Decide on a name for your business
Connecticut’s LLC naming requirements (Sec. 34-243k) can be confusing. However, the easiest way to make sure that your LLC name will be approved is to make sure that it is distinguishable from other business entities registered in Connecticut.
To confirm this, you can enter your desired LLC name into the Connecticut business records search tool. It’s also a good idea to search for any variations if you’re using a common business name or phrase (e.g., “Hartford Hotel” vs. “Hartford’s Hotel”).
Otherwise, you can choose any name that reflects the purpose of your business as long as it ends with “Limited Liability Company” or any variation of its abbreviation—e.g., L.L.C., LLC, or Ltd. Liability Co.
Names may be reserved for up to 120 days. You may file a name reservation application, along with the $60 filing fee, with the Connecticut SOS. The application must include the applicant’s name, address, title, and signature, as well as the name to be reserved, the execution date, and the filing party’s name and address.
2. Assign a registered agent
Connecticut law (Sec. 34-243n) requires every LLC to appoint and maintain a registered agent.
Registered agents are individuals or corporations authorized to do business in the state and have permanent addresses in Connecticut. Registered agents accept legal documents on behalf of the LLC and make sure its members are notified.
Your registered agent must meet these requirements:
- Either an individual Connecticut resident or a business entity authorized to operate in Connecticut (cannot be the LLC itself)
- Has a physical address in Connecticut (i.e., no P.O. boxes)
- Available during normal business hours
If you appoint an individual as your registered agent (which may be you or someone you know), make sure you provide both a CT residential address and mailing address. If you appoint a business entity, such as a professional Registered Agent Service like LegalZoom’s, then you’ll need to provide the registered business address on file with the SOS.
3. File the certificate of organization
Next, you’ll complete and submit a certificate of organization to the SOS. Also known as the articles of organization in other states, this is the main formation document that establishes your LLC.
Your certificate must include the following information:
- Filing party name and address
- LLC’s name and principal office address
- Registered agent’s name (or business’ name), addresses, and signature accepting such an appointment
- At least one member or manager’s name(s), title(s), and business and residence addresses
- Entity email address
- NAICS code (optional)
- Execution date
- Organizer’s name and signature
You can complete the application online through Business.CT or by filling out a paper application, which you can submit either by mail or in person.
Both filing methods have a $120 filing fee that must be paid upon submission of the documents. However, filing fees can change, so you should check with the Connecticut SOS for the most current fees.
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4. Create an operating agreement
Next, an LLC with more than one member is strongly advised to create a limited liability operating agreement among its members. Although LLCs in Connecticut are not required to have an operating agreement, it is wise to have one in place to prevent future disputes or misunderstandings between members.
This operating agreement contains the terms entered into by the members of the LLC and governs critical items, such as:
- The roles of each member
- Voting rights
- Who manages the LLC
- How members are admitted or removed
- Dissolution of the LLC
- Procedures for amending the LLC operating agreement itself
The State of Connecticut recognizes LLC operating agreements as governing documents, so you should strongly consider creating one to protect your interests. Better yet, you can have LegalZoom draft an operating agreement for your LLC for as low as $99.
5. Get an employer identification number (EIN) from the IRS
If there are two or more members in your LLC, your company will need to obtain an EIN—also known as a federal tax ID—from the Internal Revenue Service (IRS) for tax purposes. You’ll also need to apply for an EIN if you hire employees, apply for a business bank account, opt to be taxed as a corporation, or pay certain taxes.
Moreover, you can obtain your EIN through LegalZoom if you’d like some assistance with the application.
6. Open a business bank account
For most LLCs, it makes sense to open a business bank account to manage company finances and keep personal funds separate. Here’s what you’ll typically need to provide when you apply for business bank accounts in Connecticut:
- Certificate of organization (or a certificate of existence)
- The LLC’s operating agreement and EIN
- Personal information for all LLC members
Still, some institutions may require additional documents or information, so you should contact your chosen bank beforehand to confirm their specific requirements.
7. Register for taxes with the Department of Revenue Services
Most LLCs in Connecticut are considered “pass-through” entities, so the business itself doesn’t pay federal or state income taxes. Instead, the LLC’s members report their share of income on personal tax returns.
On the other hand, you’ll likely need to register your LLC with the Connecticut Department of Revenue Services (DRS) for various state taxes, such as:
- Employment taxes. You’ll need to register for income withholding and unemployment insurance taxes if you hire employees.
- Sales and use tax. The standard rate is 6.35%, with a $100 one-time registration fee (but no additional local sales tax in CT)
- Industry taxes. Special rates and requirements apply to regulated businesses in sectors like alcohol sales, tobacco, and tourism.
Take time to review Connecticut’s business tax categories to determine which types apply to your business industry. If you have any questions, you might reach out to an employment attorney or accountant to discuss your tax obligations.
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What to do after forming your Connecticut LLC
Now that you’ve officially registered your Connecticut LLC, you can start to prepare for the official launch. Here are a few other tasks you might need to complete:
Get required business licenses
You don’t need to acquire a general business license in Connecticut, but your LLC may need specific permits, occupational licenses, or certifications, depending on your industry and jurisdiction. Before you begin operating your business, use Connecticut’s business license and permits checklist tool to determine which apply to your LLC.
As another option, you can tell LegalZoom about your Connecticut LLC, and we’ll find out the exact licensing requirements for your business.
Register a domain name
Whether you plan to build a website immediately or just want to have the option later on, you should purchase a URL that matches your LLC’s name (or as closely as possible). Otherwise, your competitors might reserve it in the future and make it harder for you to reach your customers online.
To register a domain, use a registrar (e.g., Namecheap or Google Domains) to look for your desired URL. Select your preferred extension, complete your purchase, and then you’re ready to set up a website whenever needed.
Obtain a certificate of existence
A certificate of existence (also known as a certificate of good standing in other states) confirms that your LLC is properly registered and current with the SOS. You might be asked to provide a copy if you expand, seek financing, or work with certain clients.
In these situations, you can request a certificate through your Business.CT account and pay a $50 or $100 fee, depending on the type of certificate you need.
Consider a foreign LLC
If you ever move or expand your business to other states, you’ll typically register as a foreign LLC in each state where you operate. This involves filing registration paperwork and paying fees to each state’s business filing office, usually the SOS, similar to how you set up your LLC in Connecticut.
Likewise, you’ll also need to appoint a registered agent in the new state and comply with any specific requirements outlined by the registration office.
Annual filing requirements for Connecticut LLCs
LLCs in Connecticut are required by state law to submit annual reports, which include any relevant updates to your LLC, contact information, or registered agent details. You’ll submit your annual report online through your Business.CT account anywhere from Jan. 1 to March 31 and pay a $80 filing fee.
When it comes time to submit your first annual report, LegalZoom can help you complete and file it with the SOS by the deadline. Keep in mind that failing to submit your annual report on time will prevent you from requesting a certificate of existence, and the SOS may dissolve your LLC entirely.
The cost of forming an LLC in Connecticut
At the very least, you’ll need to pay $120 to cover the LLC filing fee with the Connecticut SOS. Here’s an overview of some of the expected costs to budget for.
- Certificate of organization filing fee: $120
- Name reservation application (optional): $60
- Registered agent services: $0 to $300 annually
- Certificate of existence: $50 to $100
- Certified copies: $55 per document
- Annual report filing fee: $80
Additionally, you should consider the costs of any needed business insurance, local or occupational licenses, and professional consultations if you work with a lawyer or tax professional to keep your business compliant.
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How to start your Connecticut LLC with LegalZoom
It’s not difficult to start an LLC in CT, but why not let LegalZoom handle the formation process while you focus on building your business? We’ll take care of all the filing requirements with the Connecticut SOS, including checking your business name and submitting your certificate of organization, for no extra cost besides the $120 filing fee.
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FAQs
How long does it take to start an LLC in Connecticut?
The Connecticut SOS doesn’t provide official estimates for processing times but recommends you file online for the fastest response. However, 24-hour expedited services are available for a $50 fee per transaction. Simply fill out an expedited service request and submit it along with your certificate of organization.
How do I correct filing errors in CT?
If you notice errors in your LLC’s certificate of organization, you’ll need to submit a certificate of amendment to the SOS, which allows you to correct mistakes or update information. The filing fee is $120.
How do I dissolve a Connecticut LLC?
First, you should verify that your business is in good standing with the state. If so, you can dissolve your limited liability company by filing a certificate of dissolution with the SOS (note that there’s no fee).
How do I file taxes for my LLC in Connecticut?
LLCs in Connecticut are treated as corporations, limited liability partnerships, or single-member LLCs and are subject to federal income tax classifications. Depending on the type of taxation you opt to have for your LLC, the tax responsibilities are as follows:
- An LLC treated as a limited liability partnership. These LLCs are required to file Form 1065, U.S. Return of Partnership Income, and to show equal distribution of profits, losses, and credit on a Schedule K-1 with the IRS.
- An LLC treated as a C corporation for federal tax purposes. These LLCs are required to file Form 8832, Entity Classification Election, and must opt to be taxed as a corporation. Next, they must file Form 1120, U.S. Corporation Income Tax Return, with the IRS.
- An LLC treated as an S corporation. These LLCs are required to file Form 1120S, U.S. Corporation Income Tax Return, accompanied by a report from each owner expressing the equal distribution of profits, losses, and credit with the IRS.
- An LLC treated as a sole proprietorship. These LLCs must report all business income and expenses via the sole proprietor’s personal income tax returns, Schedule C (Form 1040), Profit or Loss from Business, with the IRS.
You should always acquaint yourself with the state laws regarding taxation. Your LLC may be subject to other taxes depending on the kind of services your LLC may offer.
What are the benefits of a Connecticut LLC?
An LLC is a business structure that has flexible organization, is privy to tax efficiencies, and provides limited liability for its members. Members may include individuals, corporations, other LLCs, and foreign entities. One benefit of an LLC is that there is no maximum number of members. An LLC is also known as a ”hybrid” business structure in the sense that it brings together elements of a corporation and limited liability partnerships.
Michael H. Cohen, Esq., contributed to this article.
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