Editorial 4 MIN READ

How to form an LLC in Connecticut

A $120 filing fee, an $80 annual report, and one of the country's stricter pass-through tax regimes. Connecticut is a fine home state to form in — and a bad choice for anyone who isn't from here.

Contents 7 sections
  1. The filing, step by step
  2. After you file
  3. Ongoing compliance
  4. When Connecticut is the wrong state
  5. Fees at a glance
  6. Post-formation: the first-year checklist
  7. Additional primary sources

onnecticut's formation process is unremarkable in the way you want your formation process to be unremarkable: the Secretary of the State's business portal takes filings online, approves them in a day or two, and charges a predictable $120. The friction shows up later; in the $80 annual report, in the pass-through entity tax, in the surcharge on corporate income. If you are a Connecticut resident building a Connecticut business, form here. If you aren't, don't.

The filing, step by step

Connecticut's formation document is the Certificate of Organization, filed through business.ct.gov. You'll need:

The Connecticut Secretary of State business services portal (branded Connecticut.gov Business) is the canonical filing path. For post-formation tax obligations, the Connecticut Department of Revenue Services business section covers the Business Entity Tax history, the pass-through entity tax, and the corporation business tax.

  • A name ending in "Limited Liability Company," "LLC," "L.L.C.," or one of the permissible abbreviations. Check availability at the CT Concord business-records search. The state does not hold names indefinitely; a $60 name reservation buys 120 days.
  • A registered agent with a Connecticut street address, available during business hours. The state publishes this address; most founders use a commercial agent ($100–$150/year) rather than their home.
  • A principal office address (may be out-of-state).
  • At least one organizer, who does not have to be a member.
  • NAICS code for the primary business activity. Connecticut requires one and actually uses it; the state forwards your filing to DRS for tax-account setup.

Filing is electronic. Paper submissions are accepted but take three to four weeks instead of one to two business days. There is no rush option.

After you file

Four post-formation items:

  1. EIN from the IRS online application. Free, same day.
  2. Register with the Connecticut Department of Revenue Services at myconneCT. You need this before hiring employees, collecting sales tax, or filing the PTE.
  3. File the federal Beneficial Ownership Information report with FinCEN, within the current deadline window. Rules have been litigated; assume the requirement applies and check the FinCEN site for current status.
  4. Open a dedicated bank account. Do not commingle; the liability shield assumes you are treating the LLC as a separate entity.

Connecticut repealed the $250 Business Entity Tax in 2020, but the corporate net income floor and the pass-through entity tax keep it out of the 'low-carry' category for most founders.

Ongoing compliance

Connecticut's annual report costs $80 and is due by March 31 each year; not on the anniversary of formation. This catches foreign founders off guard. The state sends an email reminder but only to the address on file; missing it for two consecutive years triggers administrative dissolution.

The bigger ongoing cost is tax. Connecticut imposes a pass-through entity (PTE) tax on LLCs by default; 6.99% on income attributable to Connecticut, paid at the entity level. Members then get a credit on their personal returns, so it is not economically a double-tax; it is, however, additional filing work and a quarterly estimated-payment obligation. Corporations pay a 7.5% corporate tax plus a 10% surtax on larger filers.

When Connecticut is the wrong state

Three cases stand out:

  • You're raising institutional venture capital. Form a Delaware C-Corp, register as a foreign entity in Connecticut if you'll operate here. Every standard VC term sheet assumes Delaware.
  • You do not live or operate in Connecticut. Forming in Connecticut when you live in Texas gives you every Connecticut tax and compliance burden with none of the benefits; use your home state.
  • You are a sole proprietor considering whether to form at all. Connecticut's $120 filing + $80 annual + PTE filing is real money for side-income-level businesses. Under $20k/year in gross revenue, a sole proprietorship may be a better fit. Above that, form.

Connecticut is not a tax-advantaged state, but it is a well-run one; its filings are fast, its records are clean, and its customer service is reachable. For residents, that's often enough.

Fees at a glance

Item Cost
Certificate of Organization $120
Annual report $80
Name reservation (120 days) $60
Registered agent change $50
Certificate of good standing $50
Foreign LLC registration $120

Fees are from the Secretary of the State fee schedule and current as of this writing.

Post-formation: the first-year checklist

Formation is step one. The obligations that actually generate state and federal trouble if missed sit in the first twelve months after the Articles clear. Plan for:

  1. EIN. Apply at the IRS EIN portal. Free, instant if you have a US SSN or ITIN.
  2. Operating agreement. Not filed with the state, but every state presumes one exists for dispute resolution. A single-member LLC still benefits from a written one; banks routinely ask for it when opening a business account.
  3. Business bank account. Opens only after the state filing clears and the EIN is issued. Commingling personal and business funds is the fastest way to expose yourself to a piercing-the-corporate-veil argument; the SBA's guide to business structures covers the basics of why separation matters.
  4. BOI report. The FinCEN Beneficial Ownership Information reporting regime requires most new LLCs to report beneficial owners within 30 days of formation. Penalties are serious; the filing is free.
  5. State tax registration. Sales tax, withholding, unemployment insurance: each is a separate account in most states. Register early so you are not back-filing returns.

Additional primary sources

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