Many Connecticut entrepreneurs choose to form a limited liability company (LLC) because of the many benefits of this business entity type. An LLC provides liability protection, for instance, so your assets are not at risk if your business is sued or cannot pay debts.
An LLC is a “pass-through entity” for tax purposes, meaning that the LLC itself is not taxed. Instead, income passes through the business to the LLC owners or members, who report it on their tax returns. LLCs also offer flexibility in terms of management and taxation.
Creating an LLC is relatively straightforward, but ensuring it’s done correctly is crucial to getting your Connecticut business on the right foot. The most important step is filing a certificate of organization.
What Is a Certificate of Organization for an LLC?
The certificate of organization (also known as Articles of Organization in other states) is a legal document filed with the Connecticut Secretary of State to form an LLC officially. It will include your business name, address, registered agent information, and more, as detailed below.
First, Select a Registered Agent for Your Connecticut LLC
Connecticut requires LLCs to appoint a registered agent, a person or company authorized to accept and respond to official business correspondence, such as legal, tax, or financial documents.
The registered agent ensures all required notices and documents are received. In Connecticut, the registered agent can be an LLC member, individual, or entity that meets state requirements. In Connecticut, a registered agent must:
- Be 18 years or older
- Have a physical address in the state
- Be available during regular business hours
- Be registered to operate in the state, if it’s a business
Many business owners hire a registered agent service to ensure their LLC stays fully compliant and for convenience.
If you choose to be your registered agent, you must be at your registered agent’s address for all business hours. A registered agent service allows you to be wherever you need to be to run and grow your business.
How to Submit a Certificate of Organization in Connecticut
To start, visit the Connecticut Secretary of State website and create an account to access the certificate of organization online.
In Connecticut, the certificate of organization requires the following information:
- LLC name
- Principal office address
- Registered agent information
- Registered office address
- Member or manager information
- Business email address
- NAICS code
Once you sign into your account, you can select to register your business. You’ll be asked for a business type and legal structure, LLC.
You’ll be asked next if you already reserved your business name, so click yes or no. You’ll then enter either your reservation number or your business name.
Then you’ll enter your NAICS code, principal office contact information, and registered agent information.
You’ll have the opportunity to review your information before payment.
The filing fee is $120. You should receive confirmation in three to five business days whether you file online or by mail.
Some entrepreneurs hire an LLC formation service like ZenBusiness to handle this step, saving time and ensuring the process is done correctly.
Draft an Operating Agreement
Connecticut does not require an operating agreement, but it’s a crucial document that defines members’ ownership percentages and profit allocations. Those are the two key elements, but it should also include the following:
- Each member’s rights and responsibilities
- Management structure and roles
- Voting rights of each member
- Rules for meetings and voting
- What happens when a member sells their interest, becomes disabled, or dies
You can find operating agreement templates online, but it’s best to have them drawn up or reviewed by an attorney. The language of an operating agreement is crucial and can often help determine how member disputes will be resolved. Here you can obtain a free operating agreement template for your Connecticut LLC.
Contact Information for the Connecticut Secretary of State
Connecticut Secretary of State
Secretary of the State
Business Services Division
PO Box 150470
Hartford, CT 06115-0470
Phone: (860) 509-6200
There’s only one way to create an LLC in Connecticut: successfully filing a certificate of organization. If you make any mistakes, you’ll likely have to refile, so be sure to do it right the first time and set your business up for serious success!