How to File an LLC in Connecticut

Are you in the beginning stages of starting a Connecticut small business? Maybe you’ve had a side hustle and want to learn about filing an official business entity. Whatever type of business you want, all entrepreneurs can benefit from learning about the limited liability company (LLC) business structure. 

First, we’ll compare the Connecticut LLC to your other business structure options, like a C or S corp. Then you’ll learn how to form an LLC for your new business.

Key Takeaways

• LLCs allow small business owners to operate with limited liability while maintaining pass-through tax status, flexibility of management, and a low-maintenance corporate structure.

• The filing fee to start an LLC in Connecticut is $120. 

• To form a Connecticut LLC, you need a unique business name, a business address, a Connecticut registered agent, and a signed certificate of organization. 

• As soon as you form your LLC, your most important step is to acquire an Employer Identification Number (EIN) from the IRS.

What Is an LLC Formation?

Limited liability company (known by its LLC abbreviation) refers to a business structure authorized by the Connecticut Secretary of State and recognized by the IRS. Your business structure shapes your business’s governance, taxation, and the responsibilities and liabilities of its owners. 

If you own your own business but haven’t incorporated it with the state, you’re operating as a sole proprietorship, the most simple business structure there is. The C corp is the other most common business structure. 

Can I Choose S Corp For My Business Structure?

The LLC is a hybrid business structure designed to harness the liability protections of a C corporation without giving up the tax benefits and ease of management of a sole proprietorship. Let’s get into what that means:

Inside the LLC

Step-By-Step Guide to Starting Your Connecticut LLC

Here’s what it takes to start your LLC. As we take you step-by-step through all the forms and regulations, take note that a filing service can handle your LLC formation in as little as ten minutes. The filing fee for a Connecticut LLC is $120.[1]

Step 1: Choose a Business Name for Your Connecticut LLC

To be approved by the Connecticut Secretary of State, your business name must meet the following requirements:[2]

1. Business designation. Your LLC name has to identify itself as an LLC using one of the following terms:

   1. “Limited liability company” (you can abbreviate “limited” to “ltd.” and “company” to “co.,” so “ltd. company,” “limited co.,” and “ltd. co.” are also acceptable).

   2. “L.L.C.”

   3. “LLC.”

2. Distinguishability. Your name must be “distinguishable” from other registered names in the state. Conduct a name search for existing company names to see if your preferred name is taken. If the only difference is the business designation, you must find another name.

3. Accuracy. Your business name can’t state or imply you’re doing business other than what you’re lawfully incorporated to do. 

When you’ve found an LLC name that passes the state’s requirements, put it through the following steps:

• Want to buy time and reserve your name? Don’t rush your LLC formation because you’re worried someone will take your preferred company name. Fill out a name reservation form and send it to the Connecticut secretary of state with a $60 filing fee to hold your LLC name for 120 days.[3]

• Is there a good web domain available? You must find a domain matching your business name to host your website. Every business in any industry requires an online presence of some kind.

• Should you trademark any names? A registered business name doesn’t legally protect you from anyone imitating or ripping off your business. Trademarks do.

• Do you need any trade names? A trade name, also called a DBA or “doing business as,” allows you to operate under various names that bind your business together. For example, if your LLC is a coffee shop, and you incorporate under the name Grindstone Coffee LLC, you might want these trade names:

  • Grindstone Coffee, so that you can drop the “LLC” from your storefront and menus.

  • Grindstone Roasters, if you start bagging your beans and selling them directly.

  • Grindstone Coffee Uptown, if you’re planning a new expansion.

Step 2: Fill Out Certificate of Organization

Your Certificate of Organization is the official document that makes your LLC a registered Connecticut business. Most states have a document like this for domestic LLCs. Sometimes they’re called Articles of Organization or a Certificate of Formation. In Connecticut, the filing fee is $120.

Note: Foreign LLCs (LLCs registered in another state) moving or expanding to Connecticut must file a foreign registration statement instead of a Certificate of Organization. The filing fee is the same ($120).

Here’s the information you’ll need to include in your Certificate of Organization.[4] You can file online or mail in your own formation documents, create the document yourself, or use the form provided by the state. You’ll need to include:

• The name and address of the “filing party” where the state will confirm receipt of the formation documents

• Your LLC name (Don’t forget the LLC designation)

• The full address of your principal office. You can’t use a P.O. Box for this

• The mailing address of your business. This can be a P.O. Box

• The name of your registered agent, with their signature indicating they have accepted your appointment as their registered agent. This is where legal documents will be forwarded to your business during legal proceedings. Your registered agent must also provide the following addresses: 

  • A residence address 

    • Required

    • No P.O. Boxes allowed

    • Must be in Connecticut

  • A mailing address

    • Required

    • P.O. Boxes allowed

    • Must be in Connecticut

  • A business address 

    • Optional

    • No P.O. Boxes allowed

• A list of the members and managers in the LLC (you must list at least one, their business addresses (optional), and residence addresses. P.O. Boxes are not acceptable

• The email address for your business. You can choose not to put one

• The name and signature of the organizer of the formation documents. This can’t be the LLC itself, but it can be a member or manager

If you plan to file your Certificate of Organization by mail, here’s the address:

Business Services Division 

Connecticut Secretary of the State

 P.O. Box 150470 

Hartford, CT 06115-0470

Once you’ve incorporated your LLC, you must keep it in good standing, or the state will dissolve it. To stay in good standing, you must pay relevant state taxes yearly and file your LLC annual report, which has an $80 filing fee.

Step 3: Hire a Connecticut Registered Agent

Your LLC needs a registered agent based in Connecticut that accepts your appointment to be your company’s Connecticut registered agent. The business address of this registered agent is where courts will send legal documents—such as a service of process—your LLC needs to receive. 

You cannot list your LLC as its own Connecticut registered agent. An individual associated with your company can be your registered agent if they provide a Connecticut business address or some other mailing address in Connecticut. P.O. Boxes are not acceptable.

Since professionals best handle sensitive legal documents, we recommend using Swyft Filings’ registered agent service. For a small line item on your list of expenses, you’ll have a critical backstop to protect your business: a reliable, fast, secure, and experienced Connecticut registered agent.

Step 4: Create a Connecticut LLC Operating Agreement

An LLC operating agreement is not mandatory, but it is highly recommended that you and all the business owners you’re working with sign on to one. This document clarifies essential aspects of the business entity’s operations, such as:

• How is ownership distributed across each member?

• How will significant decisions about the business be made? Who is responsible for what?

• Who will be compensated, and how?

Even single-member LLCs should draft and sign a written operating agreement if only to shore up their limited liability. 

Step 5: File for an Employer Identification Number and Business Licenses

Once your LLC is approved, it’s time to get an Employer Identification Number (EIN) from the IRS website. 

Your EIN is critical for basic Connecticut business operations. You will use it to pay Federal tax and file your tax returns, but it’s also required for applying for business bank accounts and credit cards. You even need it to register with the Connecticut Department of Revenue Services to pay state taxes and secure the business licenses you need to operate legally. 

Once you have an EIN, use the Connecticut State Department of Revenue Services website to determine what state taxes your business will owe. If you’ve been told about the Connecticut business entity tax, good news: it’s discontinued.

Does a Sole Proprietorship Need An EIN?

Let Us Handle Your LLC Paperwork

Small business paperwork is paradoxical. It’s vital but also mundane and time-consuming. The Connecticut LLC formation process could take an entrepreneur hours to complete, with the risk of losing a $120 filing fee if rejected. A professional service can get it all done for you in minutes.

This is why we recommend you enlist an LLC formation service like Swyft Filings to take your filing off your hands. Because to us, it’s a walk in the park. You have more important things to do.

FAQs:

How much does it cost to set up an LLC in Connecticut?

The filing fee for a Connecticut LLC is $120.

How is an LLC taxed in Connecticut?

In Connecticut, LLCs are taxed as pass-through entities, meaning their members pay the business’s income taxes on their personal tax returns.

What are the benefits of a Connecticut LLC?

The LLC business structure provides Connecticut entrepreneurs limited liability and pass-through taxation with minimal oversight.

How do you dissolve an LLC in Connecticut?

Pay down your taxes and file a Certificate of Dissolution with the Connecticut Secretary of State. It’s free.

Bibliography:

1. State of Connecticut Business Services Division. “Fee Schedule.” Accessed April 19, 2023.

2. Connecticut General Assembly. “CHAPTER 613a UNIFORM LIMITED LIABILITY COMPANY ACT.” Accessed April 19, 2023.

3. Secretary of the State of Connecticut. “Application for Reservation of Name.” Accessed April 19, 2023.

4. Secretary of the State of Connecticut. “CERTIFICATE OF ORGANIZATION LIMITED LIABILITY COMPANY – DOMESTIC.” Accessed April 19, 2023.