CERC +1 (860) 571-7136

Secretary of the State (Corporation, LLC, LLP, LP)

License Overview
Applicable to: Person(s) seeking to register as a domestic (Connecticut formed) or foreign (formed outside of Connecticut) LLC, LLP, LP or corporation.
Description: Forms/online filing system to file as a LLC, LLP, LP or corporation with the Connecticut Secretary of the State.
Requirements
Applications, Forms & Other:

Applications can be filed electronically, by fax (use fax filing form) or through the mail.  It is highly recommended that you file using the online system.

Note**  Every legal entity formed with the Connecticut Secretary of the State must file an annual report.

If you close your business, you must dissolve the business entity with the Secretary of the State and notify each of the agencies you currently hold a registration/license.

If filing as a nonprofit corporation, you must first register as a non-stock corporation.  See Business Registration Requirements.

Agency Information
Agency: Secretary of the State
Phone Number: (860)509-6003 (Document Review), (860)509-6002 (Business Information Line)
Address: Secretary of the State, Business Services/Commercial Recording, 30 Trinity Street, P.O. Box 150470, Hartford, CT 06115-0470
Email: crd@ct.gov
Website: http://portal.ct.gov/sots
Related FAQs
  • How do I make changes to my business filings?
  • How do I dissolve (close) my business?
    • The following information is a guideline for dissolving (closing) 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 should be completed online.

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

  • 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 outline 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 https://portal.ct.gov/sots

      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 https://portal.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

  • What is a statutory (registered) agent?
    • Excerpt taken from the Connecticut Secretary of the State's FAQ page:

      A registered agent is a responsible third-party who is registered in the same state in which a business entity was established and who is designated to receive service of process notices and correspondence on behalf of the corporation or LLC.  SCORE, a resource partner of the United States Small Business Administration, provides a detailed explanation as to the state requirement for the appointment for an agent for service of process.  

       

      Who can I appoint as the agent for my business entity? 

      • You can serve as your own agent if you are a resident of Connecticut

      • Any Connecticut resident age 18 or older

      • Another business entity registered with our office that has a Connecticut address

      • Secretary of the State (Foreign entities only)

      Why does my agent need to accept appointment? 

       

      In Connecticut, your registered agent is required to sign your formation document and change of agent as proof of consent. If the agent does not sign, your formation document will not be accepted. If an agent is a business, the person signing on behalf of the entity must print their name and title next to their signature. For customers that file their formation documents online, the agent must respond to an email accepting appointment.

       

      How do I change my Agent for Service?

       

      An agent change can be filed online by completing a Change of Agent form. The online version will require the new agent to accept the appointment (by email) and the filing must be reviewed and accepted before it becomes effective.

  • 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 https://portal.ct.gov/drs*
      Publication
      * Employer's Tax Guide 2019

      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.
      Publications
      * Employer's Guide to Unemployment Compensation
      * Labor posters

      Federal Employer Tax ID Number (new employers/if you do not have one already)
      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/.
      Publication
      *  Circular E - Employer's Tax Guide

      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 https://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.

        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.

      • Form Name & Fees:

        Domestic (within Connecticut) - Fees and Form Names

        *  Stock Corporation – file Certificate of Incorporation ($100), Franchise Tax ($150) and Organizational Report ($150) - see Chapter 601
        * Non-stock Corporation – file Certificate of Incorporation ($50) and Organizational Report ($50) (nonprofit) - see Chapter 601
        * Limited Liability Company (LLC)– file Certificate of Organization ($120) - see Chapter 613a
        *
        Limited Liability Partnership (LLP) – file Certificate of Limited Liability Partnership ($120) - see Chapter 614
        *
        Limited Partnership (LP) – file Certificate of Limited Partnership ($120)
        * Religious Organization or Society ($50)

        Foreign (out-of-state and international) - Fees and Form Names
        *
        Stock Corporation - file Certificate of Authority ($385) - see Chapter 601, Sec. 99-920
        * Non-Stock Corporation – file Certificate of Authority ($40) - see Chapter 601, Sec. 99-920
        * Limited Liability Partnership – file Certificate of Authority ($120) - see Chapter 614
        * Limited Liability Company – file Certificate of Registration ($120) - see Chapter 613

      • Annual Report
        Businesses filed with the Connecticut Secretary of the State must file an annual report

      • Other Documentation to Support Business Structure
        * Corporation
        By-laws
        -  Initial and annual director and shareholder meetings
        -  Minutes of the meetings
        -  Stock to shareholders and any transfers

        * LLC
        Operating agreement
        -  Annual meeting with members and minutes
        -  Membership shares and and transfer of shares

        * LLP and LP
        Partnership agreement
        -  Annual meeting with members and minutes
        -  Partnership shares and and transfer of shares

      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

      Federal - U.S. Internal Revenue Services
      Contact: 1-800-829-4933 or visit www.irs.gov 

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

      State - Connecticut Department of Labor
      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 https://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.