How To Fill Out The Connecticut Certificate of Organization
When forming an LLC in Connecticut, you first need to file the Certificate of Organization (referred to as the Articles of Organization in some states) with the Connecticut Secretary of the State. This is a legal document that officially launches your new LLC into existence. After filing, the business can obtain an Employer Identification Number (EIN), state tax number, open a bank account, and register for business licenses.
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Let’s go over how to fill out the LLC Certificate of Organization paper form in Connecticut.
Step 1: Enter the Filing Party’s Information
The filing party can be a member of the LLC, or someone helping with the submission of the Certificate of Organization.
Confirmation of filing will be sent to this address.
Step 2: 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.
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.
Limited may be abbreviated “Ltd” and Company may be abbreviated “Co”.
Step 3: Principal Office Address
In this section, enter a Connecticut physical address (A PO Box isn’t allowed) of the initial principal office. This can be the business’s physical address or it can be the address where business records are stored.
Step 4: Mailing Address
Enter a mailing address where records can be sent. Unlike the principal office, the mailing address can be a PO Box and located outside of the state.
Step 5: Appoint a Connecticut Registered Agent
A Connecticut registered agent is a party that is authorized to receive and accept service of process on behalf of your LLC. You may act as your registered agent, or you may authorize an individual outside of the LLC or a registered agent service to as a registered agent. The registered agent must use a physical street address in Connecticut.
Step 6: Enter the LLC Member or Manager Information
In the Certificate of Organization, you will need to include contact information with the names and mailing addresses of the LLC members.
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 member or manager must be added.
Step 7: Enter the Entity Email Address
An email address isn’t required but is recommended as this is the address where reminders and notices from the Secretary of the State will be sent.
Step 8: Choose a NAICS Code
A NAICS code (North American Industrial Classification System) is a system to identify businesses operating in a given industry.
Search for your six-digit code and find the closest number for the primary activity of your business.
Step 9: Sign and Date the Certificate of Organization
Sign and date the form, and send it to the Secretary of the State along with the filing fee.
You’ve filed your Connecticut LLC Certificate of Organization! Now what?
With this filing out of the way, there are a few additional steps that will need to be taken care of. Below is a list of some of the tasks to consider.
Prepare a Connecticut LLC Operating Agreement
The operating agreement is an internal document that covers items like ownership rights, profit and loss distribution, member responsibilities, and more.
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.
Obtain an 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).
The EIN will be needed before filing business tax returns, opening a bank account, hiring employees, registering for business licenses and permits, and more.
Related: How to Apply for an EIN