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
- 1
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.
- 2
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.
- 3
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).
- 4
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
File the Certificate 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 Uses Certificate of Incorporation
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.
Corporate Name and Required Contents
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.
Registered Office and Agent in Connecticut
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).
Authorized Shares
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).
One-Time Franchise Tax
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.
Annual Report
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.
Corporation Versus LLC
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.