CERC +1 (860) 571-7136

Business Entity Formation/Management

How do I verify business and professional licenses?

The State of Connecticut licenses or registers hundreds of businesses and professions/occupations. Online license verification is available by several agencies.  Access is available using the following link

How do I research business name availability?

It is important that new business owners put thought into choosing a business name.  Most importantly, the name a business owner chooses should be unique; no other business should have the same name.  If a name is already in use and is legally protected, for example through a trade mark or service mark, the new business owner is not legally able to use the name.  Be sure to verify name availability.

Suggested Resources:

Connecticut Secretary of the State
Go to the Concord data base online to verify if a business name is already in use or call 860-509-6002.  Keep in mind that only corporations, limited liability companies, limited liability partnerships and limited liability companies register with the Secretary of the State.  Sole proprietors and general partnerships register with the town clerk in the town in which the business is based and are excluded from registering with the Secretary of the State.   All entities that register with the Secretary of the State must have a unique name in that more than one business can not share or have a similar name.

The Secretary of the State also registers and administers state level trade and service marks. For a fee, the agency accepts search requests.  Information and links to forms can be found online on the Concord (www.concord-sots.ct.gov) data base.
 Contact the agency:  (860) 509-6006 or crd@ct.gov  Agency website:  www.sots.ct.gov

U.S. Patent and Trademark Office
Verify that the name has not been protected on the federal level through the U.S. Patent and Trademark Office.
Contact the office at 800-786-9199  Agency website: www.uspto.gov.

Additionally, assistance is available through official patent and trademark depository libraries.  Although Connecticut no longer has a library, New York, Rhode Island and Massachusetts have one or more libraries.  For a complete listing of depository libraries and links to their web sites visit www.uspto.gov.

Additional Resources:

    • Ask the librarian of a local library for business databases such as Dun & Bradstreet
    • Check in the town clerk's office for business registrations

 

How do I change my business name, address, structure?

The following information is a guideline for an existing business changing its name, address or structure. If changing the business structure, it is recommended that legal counsel be sought.

How do I dissolve my business?

The following information is a guideline for dissolving an existing business.

  • Secretary of the State
    860-509-6002 or crd@ct.gov

    Dissolving a corporation, limited liability company, limited liability partnership or limited partnership requires the business to file Articles of Dissolution

    This step can be completed online or using the paper forms for the respective entity type  - Go to the Forms and Fees section of the agency's website to access appropriate forms.

  • Connecticut Department of Revenue Services
    1-800-382-9463 (Connecticut only), 860-297-5962 or drs@po.state.ct.us

    The agency provides details on how to notify them about closing a business.

  • Connecticut Department of Labor
    860-263-6550

    Compose a letter stating the reason for change, include registration information. Fax to 860-263-6567 or mail to Attention: Employer Status, Connecticut Department of Labor, 200 Folly Brook Boulevard, Wethersfield, CT 06109.

  • Internal Revenue Services (IRS)
    800-829-4933

    Instructions are availabe online or contact the agency directly for further instructions.  Online select Business and then Closing a business

  • Additional Agencies
    Each agency handles changes differently. For more information contact the individual agencies directly.

What is the difference? Employee versus independent contractor / consultant

The Field Audit Unit with the Connecticut Department of Labor provides guidance to determine if a worker is considered an employee or an independent contractor (must satisfy the ABC test). The determination is often technical and complex and often requires assistance by the agency.  Contact the ageny at 860-263-6360 or visit www.ctdol.state.ct.us.  The U.S. Internal Revenue Services (IRS) can provide further information.  Contact the IRS at 1-800-829-1040 or visit www.irs.gov  

"Employee" means, according to the Connecticut General Statutes, Chapter 558, Section 31-58, any individual employed or permitted to work by an employer but shall not include any individual employed in camps or resorts which are open no more than six months of the year or in domestic service in or about a private home, except any individual in domestic service employment as defined in the regulations of the federal Fair Labor Standards Act, or an individual employed in a bona fide executive, administrative or professional capacity as defined in the regulations of the Labor Commissioner or an individual employed by the federal government, or any individual engaged in the activities of an educational, charitable, religious, scientific, historical, literary or nonprofit organization where the employer-employee relationship does not, in fact, exist or where the services rendered to such organizations are on a voluntary basis, or any individual employed as a head resident or resident assistant by a college or university, or any individual engaged in baby sitting, or an outside salesman as defined in the regulations of the federal Fair Labor Standards Act; or any individual employed by a nonprofit theater, provided such.

To be considered an independent contractor, an individual must meet all three of the following tests.

     A. The worker must be free from direction and control in the performance of the service, both under the contract to hire and in fact.  (Essentially, this is the
     common law definition.)
     B. The worker's services must be performed:
              EITHER
          1. Outside the usual course of the employer's business; OR
          2. Outside all of the employers' places of business.
     C.  The worker must be customarily engaged in an independently established trade, occupation, profession or business of the same nature as the service
     being provided.

It is important to note that test A above will not be satisfied if the person or persons for whom the service is performed retain the right to exercise direction and control over the service, even when that right is not used.  Also bear in mind that an individual who forms a business in response to an offer of work as an independent contractor will meet neither the "customarily engaged" nor the "independently established" criteria of test C.

Where do I send my complaint about a car repairer, a contractor, or other licensed operation?

Each licensing agency in Connecticut is prepared to receive and process complaints from consumers concerning licensed personnel/businesses. In addition, questions and concerns about home improvement contracts, prescription errors, underage liquor sales, and defective new cars, charities, sweepstakes, tainted food and many others fall under the purview of the Department of Consumer Protection. The following link provides details.

Can a minor own a business?

Yes. According to the Department of Revenue Services, the Department of Labor and the Connecticut State Library, there are no regulations preventing a minor from owning a business in Connecticut. The business can be owned under the name of the minor, however, legal documents such as contracts and registration forms have to be signed by a parent or legal guardian.

Can an immigrant own a business in Connecticut?

Yes, an immigrant, with the appropriate visa status, can own a business in Connecticut.  However, there may be potential  constraints on the income earned.

For example, an immigrant who holds a green card (permanent residence status) has most of the rights of a U.S. citizen with the exception of voting. The green card permits the immigrant to own a business and generate income.  A person with a H-1B status is in the U.S. temporarily because they were hired by a company to perform services resulting from a specialty occupation (i.e. lawyer, engineer) can own a business but not generate income from the business.

For further questions, contact the U.S. Citizenship and Immigration Services at 1-800-375-5283.

Who is eligible for minority status?

Defined by the Americans with Disabilities Act (ADA) a minority is a person(s) who is American Indian, Asian, Black, Hispanic, has origins in the Iberian Peninsula, a woman, and an individual with a disability.

For more information about programs for minorities click here.     

What Is a “DBA”?

DBA is an abbreviation for “doing business as”. Typically owners of sole proprietorships and general partnerships who wish to do business using a name other than their own name file a DBA with the town clerk in the town in which the business is based. Corporations, LLC’s, LLPs, and LPs are not required to file a DBA, however, if the business wishes to market or operate as a name other than the registered name with the Connecticut Secretary of the State, then the business should file a DBA.  Other term used for DBA include trade name certificate or fictitious name .

If a business is registered with the Connecticut Secretary of the State and wishes to add a DBA, once the DBA is filed with the town clerk, the business needs to notify agencies such as the ones listed below that a DBA was added to an existing business.

  • Connecticut Department of Revenue Services
    800-382-9463(instate only), (860) 297-5962 or drs@po.state.ct.us
    Agency website: www.ct.gov/drs

    • Notify the agency in writing and mail to: 
      Department of Revenue Services
      Registration Unit
      450 Columbus Blvd.
      Hartford, CT 06103
  • Connecticut Department of Labor
    860-263-6550
    Agency website: www.ctdol.state.ct.us

    • Compose a letter stating the reason for the change and include previous registration information. Fax to 860-263-6567 or mail to Attention: Employer Status, Connecticut Department of Labor, 200 Folly Brook Boulevard, Wethersfield, CT 06109. 
  • Internal Revenue Services (IRS)
    800-829-4933
    Agency website:  www.irs.gov

    • Compose a letter stating the change including the current Federal Employer Identification Number (FEIN).  Mail the letter to Internal Revenue Service, EIN Operation, Holtsville NY 00501 or fax to 631-447-8960.
  • Additional Agencies
    Each agency handles changes differently. For more information contact the individual agencies directly.

What do I need to know about purchasing an existing business?

Purchasing an existing business can be complicated and may require the assistance of legal and tax professionals.

New owners are advised to do their homework by researching not only the current financial and tax status but also any underlying issues such as labor and customer relations.  The previous owner should be forthcoming with any requested documentation including existing license or registration numbers and certificates associated with the business.  As the new business owner, you may be liable for the previous owner’s actions.  It is up to the new owner to protect themselves and take the necessary steps to minimize their risk.

Successor Liability
In the words of the Connecticut Department of Revenue Services (DRS), to avoid successor liability the purchaser must obtain a Tax Clearance Certificate for sales and use taxes or admissions and dues tax, or both, before purchasing an existing business.  The purchaser of the business should request a Tax Clearance Certificate between the time the purchaser commits to buy the business and at least 90 days before the closing.  DRS has 60 days from the date that all required information is received to either issue a Tax Clearance Certificate or an escrow letter to the purchaser.  To obtain a tax clearance, follow the directions in IP 2011(16).

Contact the agency: 1-800-382-9463 (Connecticut only), (860) 297-5962 or drs@ct.gov   Agency website:  www.ct.gov/drs

Unemployment Liability
According to the Connecticut Department of Labor, the purchaser of an existing business that had employees will become a full or part successor of the previous employer's unemployment liabilities.  When registering for the unemployment insurance tax (UC-1A) you will need to know the following information:

  • Will you be acquiring all or part of the employees, assets, organization, trade name and business of the previous employer?
  • Trade Name
  • Name and address of previous employer
  • Previous employer's registration number
  • Will the employer remain in business in Connecticut?

Contact the agency:  (860) 263-6550 or dol.webhelp@ct.gov   Agency website:  www.ctdol.state.ct.us

Additional Agencies
Each agency handles changes differently. For more information contact the individual agencies directly.   Agency websites can be accessed online at www.ct.gov and select Quick Links and then State Agencies

Additional Resources
Buying An Existing Business 
Buying a Business: What You Need to Know 

Business Registration and Licensing information is available in the following link.  Contact 1-800-392-2122, 860-571-7136 or contact us form.

How do I obtain a certificate of legal existence (good standing)?

The Certificate of Legal Existence (Good Standing) is a document that shows conclusive evidence that a corporation is in 'good standing' in the state in which the corporation originally registered. This certificate is issued by the Connecticut Secretary of the State's office.

Contact the agency at 860.509.6002 or crd@ct.gov.

How do I form a church?

Organizations that wish to form a church typically form a nonprofit corporation by filing as a non-stock corporation with the Connecticut Secretary of the State and applying with the Internal Revenue Services (IRS) for nonprofit exempt status.  The IRS provides Publication 557 for further guidance.   The agency also recommends that organizations forming nonprofits file for a determination letter granting nonprofit status prior to filing with the Connecticut Secretary of the State. 

Additional information sources:
Connecticut Nonprofit Information Network 
Nolo.com (legal web site with information on forming a nonprofit)
USA.gov (Federal web portal to information on nonprofits)

No license is required for ordained religious performing services as a chaplin, priest, minister or other religious persons.

How do I confirm the existence of a business in Connecticut?

The following resources are available to confirm the existence of a business operating in Connecticut:

  1. Contact the Connecticut Secretary of the State's Commercial Recordings Division at 860-509-6003 or search the agency's Concord Database. Keep in mind that corporations, limited partnerships, limited liability partnerships and limited liability companies register with the Secretary of the State.
  2. Check with the town clerk in the town that the business is based for registration of a tradename certificate.  Sole proprietors and general partnerships are required to file with the town.  Note: Corporations, LPs LLPs and LLCs are not required to file with the town clerk.
  3. Some businesses may require one or more trade or occupational licenses/permits by one or more state agencies.  Contact the agency directly.
  4. Some state agencies offer license verification online.

How do I learn more about franchising and opportunities?

According to the Small Business Administration, a franchise is a legal and commercial relationship between the owner of a trademark, service mark, tradename or advertising symbol and an individual or group wishing to use that identification in a business. The franchise governs the method of conducting business between the two parties. Generally, a franchisee sells goods or services supplied by the franchiser or that meet the franchiser's quality standards.

To learn about franchising, please review SBA's Franchising Overview.  Go the the home page www.sba.gov and then select Small Business Planner > Start Your Business > Buy A Frachise 

Business opportunities (franchisor) must register with the Connecticut Department of Banking, Securities & Business Investment Division.  However, franchises that have a federally registered trademark do not register with the agency. Contact the agency:  (860) 240-8230 or 800-831-7225  Visit www.ct.gov/dob

What agency governs pension plans?

Pension and/or retirement plans are governed through the U.S. Department of Labor.  For further details, contact the agency directly at 1-866-487-2365 or email.     

Does my business require workers' compensation insurance even if I do not hire employees?

Connecticut requires employers to obtain Workers' Compensation Insurance which is purchased through a private insurance company.  Some businesses, such as those organized as sole proprietors or single member LLC's are automatically excluded from requiring coverage.  However, businesses organized as corporations or multi-member/partner LLC's, LLP's, LP's and general partnerships are required to apply for workers' compensation whether or not employees are hired.  Such organizations can be excluded from coverage by filing form (6B) which can be accessed online under the Resources section and then Forms.  For further information contact the Workers' Compensation Commission (WCC) at 800-223-9675 or wcc.chairmansoffice@po.state.ct.us

Are there any considerations for a closing out sale and the liquidator / promoter?

According to the definition provided in Sec. 21-35a of Chapter 407a of the Connecticut General Statutes,  "closing out sale" means all sales advertised, represented or held forth under the designation of "going out of business", "selling out", liquidation", "lost our lease", "forced to vacate", "moving to a new location" or any other designation of like meaning. 

A license is required by the Connecticut Department of Consumer Protection in order for a business or person to hold a "closing out sale".  A license is also required for the person acting as a promoter / liquidator.  Once administered, the license is valid for ninety (90) days from the date of application or date of termination as designated on the application.  Contact the agency: 860-713-6100 or trade.practices@ct.gov or visit www.ct.gov/dcp

In addition to the state license application, a municipal license is required and must be filed with the town

Existing Connecticut business opening a subsidiary in Connecticut.

The following information is a very basic and general guideline for an existing Connecticut based business that plans to open a subsidiary.  Subsidiaries may be established as any business structure and as a separate entity from the existing business.  It is strongly recommended to consult with an attorney and tax accountant when forming a subsidiary.  

If forming a separate business entity/structure please refer to the registration outlines provided in the FAQs on www.cerc.com 

Each state agency handles registrations differently and should be contacted directly.  Most agencies provide information on their websites. 

All businesses that open a subsidiary using a name that is different from the registered name must file a trade name certificate (DBA) with the town clerk in the town in which the business is operating.

If operating a business structure that requires registration with the Secretary of the State (limited liability company, limited liability partnership, limited partnership, corporation), you may need to file an amendment with the agency.  An amendment may need to be filed if you provided a very strict description versus a generic description in defining the nature of business when the business originally filed with the agency.  Contact the agency:  (860) 509-6002 or crd@ct.gov or visit www.sots.ct.gov  

The Connecticut Department of Revenue Services requires the business to fill out a new REG-1and compose a letter stating the type of change and the reason for change.  (A sub-number for the existing state tax id number will be assigned for the new location.  The original tax id number remains the same however will end in (001)). Include the business name(s), structure, existing state tax ID number and nature of the new and existing business.  Fax to 860-297-4797 or mail to Attention:  Registration Unit, Department of Revenue Services, 25 Sigourney Street, Hartford, CT  06106.  Contact the agency: 1-800-382-9463 (Connecticut only), 860-297-5962 or drs@po.state.ct.us or visit www.ct.gov/drs

The Connecticut Department of Labor requires the business to compose a letter stating the type of change and the reason for change.  Include the business name(s), structure, existing ID number and nature of the new and existing business.  Fax ((860) 263-6567) or mail to Employer Status Unit, 200 Folly Brook Blvd., Wethersfield, CT 06109.  Contact the agency:  (860) 263-6550 or dol.webhelp@ct.gov or visit www.ctdol.state.ct.us

According to the U.S. Internal Revenue Services (IRS) file a new SS-4 form (Federal Employer Id Number) and compose a letter stating the type of change and the reason for change.  Include the business name(s), structure, existing Federal Employer ID Number and nature of the new and existing business.  Fax ((631) 447-8960) or mail the to EIN Operation, Holtsville, NY 00501.  Contact the agency: 1-800-829-1040 or 1-800-829-4933 or visit www.irs.gov

I plan to hire foreign workers, what do I need to know?

All foreign workers that secure employment in the United States need approval through several government agencies, including but not limited to the U.S. Department of LaborConnecticut Department of LaborU.S. Citizenship and Immigration Services, and U.S. Department of State. The approval process starts with obtaining the correct labor certification through the U.S. Department of Labor.

The Immigration and Nationality Act (INA) (8 U.S.C. 1101 et seq.) regulates the admission of foreign workers into the United States. The INA designates the Attorney General and the U.S. Department of State as the principal administrators of its provisions.

U.S. Department of Labor offers information on Hiring Foreign Workers - Foreign Labor Certification .

  • Labor Certifications:
    • H-1B - Specialty (Professional) Worker 
      A specialty occupation requires the theoretical and practical application of a body of specialized knowledge and a bachelor's degree or the equivalent in the specific specialty (e.g., engineering, mathematics, physical sciences, computer sciences, medicine and health care, education, biotechnology, and business specialties, etc.).
    • H-1C Nurse in Disadvantaged Area 
      The Nursing Relief for Disadvantaged Areas Act of 1999 allows qualifying hospitals to employ temporary foreign workers (nonimmigrants) as Registered Nurses (RNs) for up to three years under H-1C visas.
    • H-2A Certification for Temporary or Seasonal Agricultural Work
      The H-2A temporary agricultural program establishes a means for agricultural employers who anticipate a shortage of domestic workers to bring nonimmigrant foreign workers to the U.S. to perform agricultural labor or services of a temporary or seasonal nature.
    • H-2B Certification for Temporary Nonagricultural Work
      The H-2B nonimmigrant program permits employers to hire foreign workers to come to the U.S. and perform temporary nonagricultural work, which may be one-time, seasonal, peak load or intermittent.
    • D-1 Crew Members Certification 
      Performance of longshore work at U.S. ports by D-1 crewmembers on foreign vessels is generally prohibited with few exemptions
  • Non Certification Employment Visas:
    For information regarding other employment based visas which do not require Department of Labor certification contact the U.S. Department of State or the U.S. Citizenship and Immigration Services

What is a registered agent?

CT Statutes: Sec. 33-663. Service of process on corporation. (a) A corporation's registered agent is the corporation's agent for service of process, notice or demand required or permitted by law to be served on the corporation. Service may be effected by any proper officer or other person lawfully empowered to make service by leaving a true and attested copy of the process, notice or demand with such agent or, in the case of an agent who is a natural person, by leaving it at such agent's usual place of abode in this state.

(b) If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corporation may be served by any proper officer or other person lawfully empowered to make service by sending a true and attested copy of the process, notice or demand by registered or certified mail, return receipt requested, addressed to the secretary of the corporation at its principal office. Service is effective under this subsection at the earliest of: (1) The date the corporation receives the mail; (2) the date shown on the return receipt, if signed on behalf of the corporation; or (3) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postage prepaid and correctly addressed.

(c) This section does not prescribe the only means, or necessarily the required means, of serving a corporation.

What is a statuory agent?

CT Statutes: Sec. 34-507. Appointment of statutory agent for service of process. (a) Each statutory trust shall have and maintain a statutory agent for service in this state, as provided in this section. A statutory agent for service shall be either (1) a natural person who is a resident of this state; (2) a domestic corporation, a domestic limited liability company or a domestic statutory trust; or (3) any corporation, limited liability company or business trust not organized under the laws of this state and which has procured a certificate of authority to transact business or conduct affairs in this state.

(b) A statutory trust's statutory agent for service shall be appointed by filing with the Secretary of the State a written appointment in such form as the Secretary of the State shall prescribe setting forth: (1) The name of the statutory trust; (2) the name of the statutory agent for service; and (3) if the statutory agent is a natural person, the business and residence thereof; if the statutory agent is a corporation, limited liability company or business trust not organized under the laws of this state, the address of the principal office thereof in this state, if any. In each case, the address shall include the street and number or other particular designation. Each written appointment shall also be signed by the statutory agent for service therein appointed.

(c) If a statutory agent for service dies, dissolves, removes from the state or resigns, the statutory trust shall forthwith appoint another statutory agent for service. If the statutory agent for service changes his or its address within the state from that appearing upon the record in the office of the Secretary of the State, the statutory trust shall forthwith file with the Secretary of the State notice of the new address. A statutory agent for service may resign by filing with the Secretary of the State a signed statement in duplicate to that effect. The Secretary of the State shall forthwith file one copy and mail the other copy of the statement to the statutory trust at its principal office. Upon expiration of thirty days after such filing, the resignation shall be effective and the authority of such statutory agent for service shall terminate. The Secretary of the State shall be the statutory agent for service during such periods of time when the statutory trust has no other statutory agent for service in this state. A statutory trust may revoke the appointment of a statutory agent for service by making a new appointment as provided in this section and any new appointment so made shall revoke all appointments theretofore made.

Professional Corporation (PC) - What is considered a professional service and how is the corporation structured? 

Professional corporations (PC) are governed by Chapter 594a of the Connecticut General State Statutes.  When forming a professional corporation, one should consult Chapter 601 which governs the formation of corporations in general.  Unless there is conflict with Chapter 601, Chapter 594a  takes precedence. 

In addition, the following information provides you with definitions of what is considered professional services.

Sec. 33-182a. Definitions
(1) "Professional service" means any type of service to the public that requires that members of a profession rendering such service obtain a license or other legal authorization as a condition precedent to the rendition thereof, limited to the professional services rendered by dentists, natureopaths, chiropractors, physicians and surgeons, physician assistants, doctors of dentistry, physical therapists, occupational therapists, podiatrists, optometrists, nurses, nurse-midwives, veterinarians, pharmacists, architects, professional engineers, or jointly by architects and professional engineers, landscape architects, real estate brokers, insurance producers, certified public accountants and public accountants, land surveyors, psychologists, attorneys-at-law, licensed marital and family therapists, licensed professional counselors and licensed clinical social workers.
(2) "Professional corporation" means (A) a corporation which is organized under this chapter for the sole and specific purpose of rendering professional service and which has as its shareholders only individuals who themselves are licensed or otherwise legally authorized to render the same professional service as the corporation, (B) a corporation which is organized under this chapter for the sole and specific purpose of rendering professional services rendered by members of two or more of the following professions: Psychology, marital and family therapy, social work, nursing, professional counseling and psychiatry and that has as its shareholders only individuals who themselves are licensed or otherwise legally authorized to render one of the professional services for which the corporation was specifically incorporated, (C) a corporation which is organized under this chapter for the sole and specific purpose of rendering professional services by physicians specializing in ophthalmology and optometrists and that has as its shareholders only individuals who themselves are licensed or otherwise legally authorized to render one of the professional services for which the corporation was specifically incorporated, (D) a corporation which is organized under this chapter for the sole and specific purpose of rendering professional services by (i) physicians, and (ii) physician assistants or advanced practice registered nurses, or both, and that has as its shareholders only individuals who themselves are licensed or otherwise legally authorized to render one of the professional services for which the corporation was specifically incorporated, or (E) a corporation which is organized under this chapter for the sole and specific purpose of rendering professional services by physicians and chiropractors and that has as its shareholders only individuals who themselves are licensed or otherwise legally authorized to render one of the professional services for which the corporation was specifically incorporated.
(3) "Shareholder" means the holder of any shares of the capital stock of a professional corporation. The shareholders of a professional corporation may be designated as "members" in its certificate of incorporation, bylaws and other corporate documents and may be referred to, for all purposes, as "members", whether or not so designated; and the term "shareholder" or "shareholders", when used in the general statutes in reference to the shareholders of a professional corporation, shall include such "members".

Our office strongly recommends consulting with legal counsel when forming a professional corporation.

The following link is to a business registration outline to form a Connecticut corporation.

What do I need to become an employer in Connecticut?

A Connecticut employer is defined as having an employee whom you pay Connecticut wages whether or not you are required to withhold Connecticut income tax.

The following are requirements to be in full compliance as an employer:

Withholding Income Tax
All Connecticut employers are required to withhold Connecticut income tax. Employers must file with the Connecticut Department of Revenue Services for withholding tax. Please contact the Department of Revenue Services (DRS) at (860) 297-5962 or visit www.ct.gov/drs/ for more information.

Employee Tax ID Number
If your business does not already have an Employer ID Number (EIN) with the IRS, obtain an EIN to  register for federal income tax reporting purposes. Some banks may require an EIN even if a business owner is not hiring. For more information please contact the Internal Revenue Service at 1-800-829-4933 or visit www.irs.gov/.

Unemployment Insurance (Tax)
Connecticut employers must register for the state unemployment tax with the Connecticut Department of Labor.  For more information please review the Unemployment Compensation Law Guideline, or contact the Department of Labor at (860) 263-6000.

Workers’ Compensation Insurance
Connecticut employers are also required to obtain workers’ compensation insurance through a private insurance company. Some businesses, such as those established as a sole proprietor or a single member LLC are excluded from requiring workers’ compensation coverage; however, business entities such as a corporation, multi-member LLC, LLP, LP or general partnership are required to apply for workers’ compensation. Some exclusions may apply by filling form 6B found under Resources. Please contact the Workers’ Compensation Commission at 1-800-223-9675 or visit wcc.state.ct.us/ for more information.

Employee Eligibility Verification
All U.S. employers must verify that employees for hire are eligible to work in the United States. Verification must be done on all potential employees both citizen and noncitizen alike. Employees and employers must each complete the I-9 Employment Eligibility Verification form. For more information please contact the U.S. Citizenship and Immigration Services at 1-800-375-5283 or visit www.uscis.gov/.

NOTE: If your company has physical presence, you will need to register either as a domestic or foreign business entity doing business in Connecticut. 

Connecticut Business Registration Requirements

In Summary:

Any business activity (sale of products and/or services) with a physical presence in Connecticut, requires business registration either as a domestic (formed in Connecticut) or a foreign (outside of Connecticut) entity. 

  1. Consider a business name that is unique and verify no other business is using the name.
  2. Find a perfect location for your business
  3. Consider local requirements
  4. Depending on business structure register with the town clerk or Secretary of the State
  5. Register for your state and federal tax id numbers

Detailed Instruction: (follow in the order presented)

Step 1 - Business Name

Choose and verify that the business name you choose is available to use. 

Step 2 - Find a Location

*  Business registration is location specific.
*  Be certain that the address used on the registration applications is an active address to receive mail.
*  If you require assistance in finding a location, CTSiteFinder.com is a free service to assist businesses in finding a location. 

Step 3 - Local Considerations

  • Contact the municipal (city or town) offices including planning and zoning for zoning regulations.  In some instances, the local health and fire official
  • Tradename certificate (often referred to as a DBA or fictitious name) with the town clerk - applies to sole proprietors and general partnerships
  • Even if your business does not plan to have an office or facility in Connecticut, depending on the nature of the work being performed in Connecticut, local permitting may be required.

Step 4 - Register Your Business Structure

If you are not certain as to which business structure to chose, we recommend that you speak with both a business attorney and tax accountant.  The following link provides a brief overview.

Connecticut Secretary of the State
Contact: (860) 509-6002 or crd@ct.gov or visit http://portal.ct.gov/SOTS

  • Applicable business structures:
    Domestic and foreign corporation (stock and non-stock), LLC, LLP, LP
  • How to Apply:
    Online filing is available for most forms or forms can be downloaded and mailed/faxed (review guidelines and cover sheet, credit card payments are accepted).  Forms can be expedited for a fee of $50 per form.
  • Form Name & Fees:

    Domestic (within Connecticut) - Fees and Form Names

    *  Stock Corporation – file Certificate of Incorporation ($100), Franchise Tax ($150) and Organizational Report ($150)
    * Non-stock Corporation – file Certificate of Incorporation ($50) and Organizational Report ($50) (nonprofit)
    * Limited Liability Company (LLC)– file Certificate of Organization ($120)
    *
    Limited Liability Partnership (LLP) – file Certificate of Limited Liability Partnership ($120)
    *
    Limited Partnership (LP) – file Certificate of Limited Partnership ($120)

    Foreign (out-of-state and international) - Fees and Form Names
    *
    Stock Corporation - file Certificate of Authority ($385)
    * Non-Stock Corporation – file Certificate of Authority ($40)
    * Limited Liability Partnership – file Certificate of Authority ($120)
    * Limited Liability Company – file Certificate of Registration ($120)

    NOTE:
     You DO NOT need to file the name reservation form if you are prepared to presently file the organization documents.  Name reservation is available to those businesses wishing to hold a name until they are ready to organize. The reservation is good for 120 days and will require you to refile if you need more than 120 days.

Town Clerk
Contact: Town Clerk of the town in which the business is based

  • Applicable business structures:
    sole proprietors and general partnerships and any other entity wanting to add a DBA (doing business as)
  • How to Apply:
    Visit the local town clerk's office.  Forms are supplied by the town
  • Form Name & Fees:
    Trade name certificate (DBA).  Cost varies according to town.
    No filing with the Connecticut Secretary of the State is required.

Step 5 - Register for Your Tax ID Numbers

U.S. Internal Revenue Services (Federal)
Contact: 1-800-892-4933 or visit www.irs.gov 

Connecticut Department of Revenue Services (State) 
Contact: 860-297-5962, 1-800-382-9463 (Connecticut only), bond hotline 860-541-7538 or drs@ct.gov .  Visit www.ct.gov/drs

Connecticut Department of Labor (State)
Contact:  860-263-6550 (Employer Status), 860-263-6567 (Fax) or dol.webhelp@ct.gov.  Visit:  www.ctdol.state.ct.us

Step 6 - Obtain Insurance

Obtain Workers' Compensation Insurance
Secure workers' compensation insurance through a private insurance company. (fees vary)
*  With the exception of sole proprietorships or single member LLCs, businesses are required to obtain workers' compensation insurance even if they do not hire employees.  However, such organizations can exclude themselves from coverage by filing form 6B.
*  Further assistance is provided through Connecticut's Workers' Compensation Commission
Contact: 1-800-223-9675 or wcc.chairmansoffice@po.state.ct.us.  Agency web site: wcc.state.ct.us

Other Insurance
It is strongly recommended that businesses contact their insurance agent to inquire about proper insurance coverage in addition to workers' compensation insurance.

OTHER

Licensing
Additional licensing requirements may apply depending on the nature of the work performed or products sold.  Search our licensing database and frequently asked questions to learn more or contact our Business Services office if you require further assistance.

Hiring Foreign Employees
Be familiar with U.S. immigration obligations and obtain proper VISAs from the U.S. Citizenship and Immigration Services.  Contact: 1-800-375-5283 or visit http://uscis.gov

Record Keeping
Be certain to keep all records of your filing history including initial confirmation and official registration notices, document your registration numbers, online log in usernames and passwords.  Make special notes in your calendar for due dates for annual report filings, tax reporting, renewal periods.  If you change your business address or email address, business name or structure notify all agencies in which you hold a registration or license. 

Business Resources:

Business Counseling:

Disclaimer: 
Business Services at CERC provides new, expanding and relocating businesses with information to guide you through the licensing and registration process in order to conduct business in Connecticut.  We are not a processing or counseling agency and we are prohibited from offering legal advice and accounting services.  However, we are available to assist you in answering general questions and filling out agency application forms.

Lawyer (Connecticut Bar Association) and accounting referral (Connecticut Society of Certified Public Accountants) services available online.

Information presented by the Connecticut Economic Resource Center 

How do I report fraud or identity theft?

Increasingly businesses and individuals alike are subject to fraudulent activity and identity theft.  Do you know what to do and how to report such activity?  Below are suggested resources:

What resources are available for business counseling services?

The Small Business Administration, along with Connecticut resource partners, offers business counseling services (most free of charge) for new, established and expanding businesses.  Listed below are the many options available.

There are also some online tools available through the Small Business Administration’s website for business planning.

How is physical presence defined?

*Physical Presence means:

  • Connecticut location with an associated street address (including home based office)
  • Employee actively selling in-person to clients in the state (out-of-state and instate residents)
  • Company vehicles delivering products/services to customers in the state.  Does not include common carriers such as UPS, FedEx and etc..  
  • In the situation where no transactions physically occur within the state, no registration or licensing is required.  This also holds true for a company that hires a Connecticut resident to perform a function which does not include selling products or services to Connecticut customers.  For example, an employee offering administrative support or other services which are specialized for the offices based in another state. Or, an out-of-state company that sells strictly by the internet and uses a common carrier to deliver their product or service.
  • If you are still uncertain, we recommend consulting a business attorney.

How do I add or remove a member, officer, director or partner from my business?

The following information is a guideline for an existing business to add or remove a member, principal or partner to an existing business.  If you are changing the name, structure or address, please review the details outlined in the following link.