Connecticut Articles of Incorporation
In Connecticut the founding document is called a Certificate of Incorporation, filed with the Secretary of the State; a $100 fee plus a $150 minimum franchise tax form your corporation. Attorney review available.
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Introduction
Connecticut is unusual in charging a one-time franchise tax on the corporation's authorized shares at the moment of incorporation on top of the filing fee, and the document that creates the corporation, which Connecticut calls a certificate of incorporation, is filed with the Secretary of the State to bring a separate legal entity into existence. You file it with the Connecticut Secretary of the State under the Connecticut Business Corporation Act. Filing brings the corporation into existence so it can own property, sign contracts, and give its owners limited liability for the corporation debts. Connecticut requires the certificate to set forth the corporation name, the number of shares the corporation is authorized to issue, the address of the initial registered office and the name of its initial registered agent, the name and address of each incorporator, a valid email address, and the corporation NAICS code (Conn. Gen. Stat. 33-636). The filing fee is $100 (Conn. Gen. Stat. 33-617). Connecticut also charges a one-time franchise tax based on the number of authorized shares when you file the certificate, and this tax is never less than $150 (Conn. Gen. Stat. 33-618), so the minimum paid at incorporation is $250. This franchise tax is a one-time charge, not a recurring annual tax. After formation, the corporation must file its first Annual Report within 90 days of filing the certificate, and later reports on the anniversary of the first report, with a $150 fee (Conn. Gen. Stat. 33-953 and 33-617). DocDraft builds your Connecticut certificate from your facts, with attorney review available before you file.
Key Things to Know
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Articles of incorporation are the founding document filed with the state to create a corporation as a separate legal entity. In Connecticut this filing is called a Certificate of Incorporation, filed with the Connecticut Secretary of the State.
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You file the certificate with the Connecticut Secretary of the State and pay a $100 filing fee (Conn. Gen. Stat. 33-617). Connecticut also charges a one-time franchise tax at incorporation, so plan for a minimum of $250 in total.
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Connecticut requires the certificate to set forth the corporation name, the number of authorized shares, the initial registered office and registered agent, the name and address of each incorporator, a valid email address, and the corporation NAICS code (Conn. Gen. Stat. 33-636).
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Connecticut charges a one-time franchise tax based on the number of authorized shares when you file the certificate, at one cent per share for the first 10,000 shares and a graduated scale above that. The franchise tax is never less than $150 (Conn. Gen. Stat. 33-618).
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The one-time franchise tax is not a recurring annual tax. Connecticut does not charge an annual franchise tax to keep a corporation in existence; corporations separately pay the state Corporation Business Tax, an income-based tax administered by the Department of Revenue Services.
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The corporation must file its first Annual Report within 90 days of filing the certificate, and later reports on the anniversary date of the first report, with a $150 fee (Conn. Gen. Stat. 33-953 and 33-617). The report updates the state on the registered agent, officers, and directors.
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Articles of incorporation form a corporation. To form a Connecticut limited liability company you file a Certificate of Organization instead, and corporate bylaws are a separate internal document the corporation keeps rather than files with the state.
Key decisions before you file
Before you file a Articles of Incorporation in Connecticut, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.
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Connecticut Requirements for Articles of Incorporation
A Connecticut corporation is formed by filing a Certificate of Incorporation with the Connecticut Secretary of the State. The filing fee is $100 (Conn. Gen. Stat. 33-617). The corporation legally exists once the Secretary of the State files the certificate.
Connecticut calls the founding filing a certificate of incorporation, not articles of incorporation. The head term articles of incorporation still refers to the same founding document that creates the corporation under Connecticut law.
The certificate must set forth the corporation name with a designator, the number of authorized shares, the initial registered office and agent, each incorporator, a valid email address, and the NAICS code (Conn. Gen. Stat. 33-636). Connecticut does not require a purpose statement.
The certificate must state the initial registered office and name the initial registered agent. Every Connecticut corporation must continuously maintain a registered agent and registered office in Connecticut (Conn. Gen. Stat. 33-660).
The certificate must state the number of shares the corporation is authorized to issue. The number of authorized shares also determines the one-time franchise tax that Connecticut collects when the certificate is filed (Conn. Gen. Stat. 33-636).
Connecticut charges a one-time franchise tax based on the number of authorized shares when the certificate is filed, at one cent per share for the first 10,000 shares and a graduated scale above that, never less than $150 (Conn. Gen. Stat. 33-618). It is not a recurring annual tax.
The corporation must file its first Annual Report within 90 days of filing the certificate, and later reports on the anniversary date of the first report, with a $150 fee (Conn. Gen. Stat. 33-953 and 33-617). The report updates the registered agent, officers, and directors.
A certificate of incorporation forms a corporation. To form a Connecticut limited liability company you file a Certificate of Organization instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.
Frequently Asked Questions
In Connecticut, articles of incorporation are the founding document that creates a corporation, and the state calls this document a Certificate of Incorporation. You file it with the Connecticut Secretary of the State. Filing makes the corporation a separate legal entity that can own property, sign contracts, and shield its owners from personal liability for the corporation debts. The certificate sets out the corporation name, the number of authorized shares, its registered office and registered agent, and each incorporator (Conn. Gen. Stat. 33-636).
In Connecticut, articles of incorporation, filed as a Certificate of Incorporation, create a corporation, which has shareholders, directors, and shares of stock. To form a limited liability company (LLC) in Connecticut you file a Certificate of Organization instead; an LLC has members instead of shareholders and issues no stock. Both are filed with the Connecticut Secretary of the State and both form a separate legal entity, but they create different kinds of entities under different parts of Connecticut law. Choose the one that matches the entity you want.
In Connecticut you file a Certificate of Incorporation with the Connecticut Secretary of the State. The filing fee is $100 (Conn. Gen. Stat. 33-617), and Connecticut also collects a one-time franchise tax based on the number of authorized shares, which is never less than $150 (Conn. Gen. Stat. 33-618). The minimum you pay at incorporation is therefore $250. Once the Secretary of the State accepts and files the certificate, the corporation legally exists in Connecticut.
Connecticut requires the certificate of incorporation to set forth the corporation name, the number of shares the corporation is authorized to issue, the street and mailing address of the initial registered office with the name of the initial registered agent, the name and address of each incorporator, a valid electronic mail address, and the corporation NAICS code (Conn. Gen. Stat. 33-636). Connecticut does not require a statement of purpose, though the certificate may include optional provisions.
Connecticut charges a one-time franchise tax when you file the certificate of incorporation, based on the number of authorized shares, at one cent per share for the first 10,000 shares and a graduated scale above that, and never less than $150 (Conn. Gen. Stat. 33-618). This is a one-time charge, not a recurring annual tax. Connecticut does not impose an annual franchise tax to keep the corporation in existence, though corporations separately pay the state Corporation Business Tax administered by the Department of Revenue Services.
A Connecticut corporation must continuously maintain a registered agent and a registered office in Connecticut, named in the certificate of incorporation (Conn. Gen. Stat. 33-660). The agent can be a Connecticut resident individual or a business entity authorized to act as an agent in the state, with a Connecticut address. The agent accepts legal papers and official notices for the corporation, which is why the agent must have an address in Connecticut.
A Connecticut corporation must file its first Annual Report with the Secretary of the State within 90 days after filing its certificate of incorporation, and later Annual Reports are due on the anniversary date of the filing of the first report (Conn. Gen. Stat. 33-953). The filing fee is $150 (Conn. Gen. Stat. 33-617). The Annual Report updates the state on the registered agent, principal office, and the corporation officers and directors. Filing on time keeps the corporation in good standing.
In Connecticut, the certificate of incorporation is the short public document you file with the Secretary of the State to create the corporation. Bylaws are a longer internal document the corporation adopts and keeps in its own records, not filed with the state, setting the rules for how the corporation is run, such as how directors are elected and how meetings are held. You need the Connecticut certificate to exist as a corporation and the bylaws to govern it day to day.