A Connecticut general corporation is a distinct legal entity created under state law, separate from its owners. This structure allows the business itself to enter into contracts, own assets, and conduct business. Establishing a corporation provides a formal framework for operations and growth, a process that involves meeting state requirements and filing official documentation.
Understanding Connecticut General Corporations
A defining feature of a Connecticut corporation is its status as a separate legal person, which provides a liability shield for its owners, known as shareholders. This means personal assets of the shareholders are protected from the company’s debts and legal liabilities. This protection is a primary reason many choose the corporate structure.
The governance of a corporation is structured with clear roles. Shareholders own the company through stock and elect a board of directors to oversee major decisions. The board then appoints officers, such as a president and secretary, to manage daily operations.
This business entity is formed under and governed by Title 33 of the Connecticut General Statutes.1C G A. Title 33 – Corporations Shares of stock represent ownership units that can be bought and sold, allowing for ownership transfer and capital raising.
Prerequisites for Forming Your Connecticut General Corporation
Before creating your corporation, you must gather key information and make several decisions. First, select a unique corporate name. The name must be distinguishable from any other business name on record with the Connecticut Secretary of State and must include a designator like “Corporation,” “Incorporated,” “Company,” or an abbreviation like “Inc.” or “Co.” You can check name availability online and file an “Application for Reservation of Name” with a $60 fee to hold a name for 120 days.
Every corporation must designate a registered agent and a registered office in Connecticut. The registered agent is responsible for receiving legal notices and official state correspondence. This agent can be a resident individual or another business entity authorized to operate in the state, and the registered office must be a physical street address where the agent is available during business hours.
You will also need to identify at least one incorporator, determine who will serve on the initial board of directors, and decide on the number and class of authorized shares the corporation can issue.
Preparing Your Certificate of Incorporation
The Certificate of Incorporation is the official document you file with the Business Services Division of the Connecticut Secretary of State. This document formally establishes the legal existence of your company once it is accepted and filed. When completing the certificate, you must accurately enter the information gathered previously.
The certificate must include:2Justia. Connecticut General Statutes § 33-636. (2024) – Certificate of Incorporation.
- The chosen corporate name, including its designator
- The corporation’s North American Industry Classification System (NAICS) code
- The principal office address and a designated email address
- The name and address of your appointed registered agent, along with a signature from the agent accepting the appointment
- The number of shares the corporation is authorized to issue
- The name and address of each incorporator who will sign the document
While the state provides a standard form, you are permitted to add other provisions that are not inconsistent with the law, such as clauses that expand or limit the powers of the corporation, its board, or its shareholders.
Submitting Your Certificate of Incorporation
The signed Certificate of Incorporation must be filed with the Connecticut Secretary of State. You can submit the document through the state’s online portal by creating an account and paying electronically. Alternatively, you can file by mailing the original, signed document to the Business Services Division in Hartford.
The total initial filing fee for the Certificate of Incorporation is $250, which includes a minimum franchise tax of $150 and a $100 filing fee.3CT.gov. Certificate of Incorporation (Stock Corporation) Payment must be included with your submission.
After your submission is processed and approved, the state will return a filed copy of the Certificate of Incorporation, which serves as official proof of your corporation’s existence. This confirmation is often sent electronically for online filings.
Essential Next Steps After Incorporation
Filing the Certificate of Incorporation marks the legal beginning of your company, but several actions are necessary for compliance and organization. One of the first tasks is to obtain an Employer Identification Number (EIN) from the Internal Revenue Service (IRS).4Internal Revenue Service. About Form SS-4, Application for Employer Identification Number (EIN) This number is a federal tax ID for the business, required for paying federal taxes, hiring employees, and opening a corporate bank account.
Following formation, the incorporators or initial directors must hold an organizational meeting to handle foundational corporate formalities.
Key actions at this meeting include:
- Adopting the corporate bylaws
- Electing the initial board of directors if not named in the certificate
- Appointing corporate officers like a President, Treasurer, and Secretary
- Issuing the initial shares of stock to the shareholders
Corporate bylaws are the internal rules that govern the management of the corporation. While not filed with the state, adopting bylaws outlines procedures for meetings and voting. New corporations must file a first annual report with the Secretary of the State within ninety days of incorporation and then file an annual report each year to maintain good standing.