Connecticut Incorporation, LLC, and Not-for-Profit Information

The formation document required to file a corporation in Connecticut is called the Certificate of Incorporation. The information listed in the Certificate of Incorporation includes, but not limited to, the name of the company, purpose, the director(s) name(s) and address, shares, par value, and registered agents name and address.

Connecticut law does allow for the formation of Professional Corporations (PC's).

Corporations are managed by their Board of Directors. The minimum number of directors required in Connecticut is 1 and there is no age requirement. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director/shareholder meetings, voting responsibilities, stock issue procedures and other operating procedures.

Corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors, officers and shareholders, minutes of all director and shareholder meetings, records of actions taken by directors or shareholders without a meeting, record of all shareholders and their number and class of shares, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.

All Connecticut corporations will be required to file an annual report every year online with the Department of State. There is a $150 state fee (minimum) and the report is due during the month of formation starting the second year after formation. Failure to file the annual report may result in the company becoming inactive.

Corporations can register a Trade Name (DBA) with the Town Clerk. If a corporation desires to conduct activities under a name other than its true legal name, a Certificate of Registration of Trade Name must be notarized and filed with the Town Clerk where the company is registered to do business.

The Business Corporation Law provides a procedure for voluntarily dissolving a domestic corporation by filing a Certificate of Dissolution, pursuant to Sections 33-600 to 33-998 of the Connecticut General Statutes, with the Connecticut Department of State.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

Further, if your corporation wants to apply for S-Corporation Election it should be applied for right after formation. In Connecticut an application for S-Corporation Election is required to be filed with the IRS. An application for S-Corporation Election is not required to be filed with the Connecticut Department of Revenue Services.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Connecticut Department of Revenue Services at http://www.ct.gov/drs.

The formation document required to file an LLC in Connecticut is called the Articles of Organization. The information listed in the Articles of Organization includes, but not limited to, the name of the company, purpose, the manager/ members name and address, and registered agents name and address.

Connecticut law does allow for the formation of Professional LLC's (PLLC's).

LLC's are managed by one or more members/managers. The members are like the shareholders of a corporation and are the owners of the company. The managers are like the officers of a corporation and run the company on behalf of the members. The minimum number of members required in Connecticut is 1, there is no age requirement and the company can be member managed. The terms of office of the members/managers are stipulated in the company operating agreement.

The company operating agreement regulates the way in which your company will be run. The operating agreement is adopted at the initial meeting of the members and is updated as needed. Included in the operating agreement will be information on member/manager meetings, voting responsibilities, membership interest and other operating procedures.

All Connecticut LLC's will be required to file an annual report every year online with the Department of State. There is a $20 state fee and the report is due during the month of formation starting the second year after formation. Failure to file the annual report may result in the company becoming inactive.

The LLC must also keep detailed records of the company members, managers, articles of organization, operating agreement and tax returns for inspection at its principal office.

LLC's can register a Trade Name (DBA) with the Town Clerk. If a corporation desires to conduct activities under a name other than its true legal name, a Certificate of Registration of Trade Name must be notarized and filed with the Town Clerk where the company is registered to do business.

The Business Corporation Law provides a procedure for voluntarily dissolving a domestic corporation by filing a Certificate of Dissolution, pursuant to Sections 33-600 to 33-998 of the Connecticut General Statutes, with the Connecticut Department of State.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Connecticut Department of Revenue Services at http://www.ct.gov/drs.

The formation document required to file a Not-For-Profit corporation in Connecticut is called the Certificate of Formation. The information listed in the Certificate of Formation includes, but not limited to, the name of the company, purpose, the manager/ members name and address, and registered agents name and address.

Not-For-Profit corporations are managed by their Board of Directors. The minimum number of directors required in Connecticut is 3 and there is no age requirement. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

You can choose to have a members for your Not-For-Profit organization. The members have the exclusive right to elect directors, amend articles and bylaws, and vote on a merger or dissolution of the corporation. A membership structured Not-For-Profit organization normally benefits the members of the organization, such as a club or social organization. A Not-For-Profit organization that does not have members will be governed by its board of directors as is the case with most charitable organizations.

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director meetings, voting responsibilities, membership requirements and other operating procedures.

NFP corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors and officers, minutes of all director meetings, records of actions taken by directors without a meeting, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.

Connecticut Not-for-profit corporations are required to file Annual reports each year during the month of original formation with the Department of State.

NFP Corporations can register a Trade Name (DBA) with the Town Clerk. If a corporation desires to conduct activities under a name other than its true legal name, a Certificate of Registration of Trade Name must be notarized and filed with the Town Clerk where the company is registered to do business.

Public Charities:

Nonprofit corporations that file annual statements with the Charities Division of the Attorney General's office may dissolve by filing a petition with the Supreme Judicial Court. The Attorney General must be designated as a party to the action and a provision must be included in the petition which authorizes dispersal of corporate assets to a "like" charity. A majority vote of the board of directors is necessary to authorize the petition. (M.G.L. Chapter180, s.11A).

Other Nonprofit Corporations:

A majority of the members of who are legally qualified to vote in meetings of the corporation may vote to authorize a petition for dissolution to be filed with the Supreme Judicial Court. The petition shall state the grounds for the application. After notice and a hearing the court may issue a decree of dissolution. The court will make a return to the Secretary of the Commonwealth giving the name of the corporation and the date the decree was entered.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc.

In order to apply for tax-exempt status under section 501(c)(3) of the Internal Revenue Code, an organization must be organized and operated exclusively for exempt purposes set forth in section 501(c)(3) of the IRS code, and none of its earnings may inure to any private shareholder or individual. The company must file Form 1023 for charitable organizations or Form 1024 for other types of tax exempt organizations in order to apply for tax-exempt status. Visit http://www.irs.gov/Charities-&-Non-Profits for additional information.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Connecticut Department of Revenue Services at http://www.ct.gov/drs.