How To Fill Out The Connecticut Certificate of Organization
Starting a business in Connecticut means navigating how to figure out the registration process with a variety of government agencies. One of these includes forming a business entity.
If you are interested in forming a new Limited Liability Company (LLC), I’m going to walk you through the steps of how to file the Certificate of Organization.
Steps To Fill Out The Connecticut Certificate Of Organization
When forming an LLC in Connecticut, you will need to file the Certificate of Organization (referred to as the Articles of Organization in some states) with the Connecticut Secretary of the State, Business Services Division.
The Certificate of Organization is a legal document that officially launches your new LLC into existence and can be filed by creating an account and filing on the Connecticut Secretary of the State’s website or downloading the Certificate of Organization form.
Zenbusiness and IncFile are running a special where you only pay state fees for your LLC formation!
I’ll go over the steps to form an LLC by filing online.
Step 1: Choosing the Business Type
In the first step, we are asked to choose between a domestic or foreign LLC.
The domestic LLC is the most common choice and refers to the LLC being based out of the state. A foreign LLC on the other hand is an LLC that was originally formed in another state, but wants to physically do business in Connecticut.
Related: What is the difference between a domestic LLC and a foreign LLC?
Step 2: Select the Legal Structure
Next, we will choose the type of business entity we are forming. Here I’ll focus on the Limited Liability Company.
Step 3: Pick a Name for the LLC
The first screen that comes asks whether a fee was paid to reserve a business name. Reserving a name is optional and not super common.
Next, we are asked what name we would like to use for the LLC. The name of the LLC must be distinguishable from all other active business names on record with the Connecticut Secretary of the State. If you haven’t verified the name already, be sure to do a Connecticut LLC name search to make sure the name is available before filing.
In addition to the name being unique, the name must include a business entity designator. Allowed entity designators include:
– Limited Liability Company
– Limited Liability Co.
– Ltd. Liability Company
– Ltd. Liability Co.
– LLC
– L.L.C.
Step 4: Enter the Business Email Address
A business email is requested for the Secretary of State to send communications. I would recommend using one that you often check as they will send a reminder for the annual report filing.
Step 5: Choose a NAICS Code
A NAICS code (North American Industrial Classification System) is a system to identify businesses operating in a given industry.
Search by entering what your business will do to get your six-digit code. If you aren’t sure, find the closest business activity. Also, if your businesses will be doing several things, pick the activity that you either expect to drive the most sales or spend the most time.
Step 6: Fill out the Business Survey
This next section is optional and asks questions such as whether the business is woman-owned, minority-owned, etc.
Step 7: Enter the Principal Office Address
In this section, enter the principal office address in Connecticut (A PO Box isn’t allowed). This can be the business’s physical address or it can be the address where business records are stored.
Next, if you have a different address for mailing, enter it in this section. Unlike the principal office, the mailing address can be a PO Box and located outside of the state.
Step 8: Appoint a Connecticut Registered Agent
A Connecticut registered agent (called a statutory agent in some states) is a party that is authorized to receive and accept service of process on behalf of your LLC.
A registered agent must have a physical presence in the state and be at an address during normal business hours.
An individual, such as the business owner, accountant, family member can be the registered agent, or you may authorize a registered agent service to act as the registered agent.
The registered agent must accept a text or email from the Secretary of State that confirms that they agree to be the registered agent.
Step 9: Enter the LLC’s Principles
In the Certificate of Organization, you will need to include contact information with the names and mailing addresses of the LLC’s principles. A principal is a member or manager who has the authority to act on behalf of an LLC.
In the Title section there are some definitions to be aware of:
A Member has an ownership interest in the LLC.
A Manager is someone the LLC Members hired to run the LLC, similar to a CEO of a corporation.
At least one LLC member or manager must be added.
Step 10: Upload Additional Documentation
This next section is optional and is where you would upload any additional information regarding the LLC.
Step 10: Review
As we get to the end of filing the Certificate of Organization, you will next review the information that was provided to ensure it is correct.
Step 11: Sign and File the Certificate of Organization
In the last step, you will pay for the formation of the LLC and submit the Certificate of Organization to the Connecticut Secretary of State!
Connecticut LLC FAQs
How much does it cost to form an LLC in Connecticut?
There is a $120 state filing fee paid to the Secretary of State to start an LLC in Connecticut.
How long does it take to form an LLC in Connecticut?
It normally takes 2-3 days for online filings and 7-10 business days for filings sent by mail for the state to approve the LLC paperwork.
Does Connecticut require an LLC to have an operating agreement?
Connecticut Revised Statute § 34-243d states that an LLC Operating Agreement is optional. Despite the Operating Agreement not being required, it is recommended to have one as it can help to prevent disputes among members and protect the LLC’s legal status.
What business licenses are needed in Connecticut?
The requirements for business licenses and registrations in Connecticut vary depending on what the business does and where it’s located.
Here is a list of common business licenses in Connecticut.
Who can be a registered agent in Connecticut?
Any individual can act as a Connecticut registered agent, provided they are at least 18 years old, reside in the state, and are generally available to receive documents during normal business hours.
Another option is hiring a registered agent service like Northwest Registered Agent to be the agent, so the owner’s information won’t be listed on the Secretary of State’s website.
Related: What are the requirements to be a registered agent in Connecticut?
Do Connecticut LLCs need an EIN?
Only Connecticut LLCs that either have more than one member, will hire employees, or elect to be taxed as a partnership or corporation are required to get an Employer Identification Number (EIN).
The EIN or Employer Identification Number (also called a Federal Employer Identification Number or FEIN) is a unique 9-digit tax identification number that is assigned by the Internal Revenue Service (IRS).
If the LLC isn’t required to get an EIN (though you can still get one), the LLC will use the social security number of the owner.
Related: How to Apply for an EIN
Should I use an LLC formation service or do it myself?
Two of my top formation companies have a special offer where you can get your LLC formed without paying any additional fees (state fees still apply). Check out Zenbusiness and IncFile to learn more.
