Form a Corporation in Connecticut.

Articles of Incorporation

Connecticut state laws require new corporations file articles of incorporation with the Secretary of State, which must include the following:

• At least one incorporator must sign and file the articles of incorporation.
• There must be at least one incorporator, either a natural person of legal age or a legal entity.
• The number of shares that the corporation is authorized to issue

Connecticut does not require a forming corporation to specify a par value for their shares. The maximum number of shares that can be authorized for the lowest filing fee of $150 is 20,000. Most incorporators authorize common shares with equal voting, dividend, and liquidation rights and no special restrictions. If you wish to authorize one or more special classes of shares, you must specify the name of each class and the number of shares per class. If you do specify different classes in this section, the total number of shares of each class listed should equal the total number of authorized shares.

A Connecticut corporation may be formed for any lawful business activity, except that of a bank and trust company, savings bank, or savings and loan association. The actual purpose is not required to be listed in the certificate.

The registered agent must also sign the articles of incorporation, indicating acceptance of the appointment.

Connecticut also permits optional provisions to be included in the certificate of incorporation for corporations wishing to specify additional criteria, including:

• A corporate purpose
• Names and addresses of initial directors
• Regulations regarding the powers or authority of the corporation, board of directors, or shareholders
• Shareholder liability for corporate debts under certain circumstances

The filing fee is $50 plus a minimum $150 franchise tax, payable to the “Secretary of State.” An Organization and First Report form must be filed within 30 days of the corporation’s organizational meeting; the filing fee for this report is $75.

Registered Agent and Office

Connecticut corporations must have a registered in-state agent-a natural person who is a Connecticut resident-who is designated to receive official correspondence from the state. The registered agent must have a business office that is the same as the registered office.

Bylaws

A corporation should keep its bylaws available at its principal executive office, but it is not required to file them with the state. The incorporators or board of directors should adopt the corporation’s bylaws at their first meeting, insuring that there is no conflict with the articles of incorporation or state law. They should also keep the bylaws updated as time goes on.

Bylaws set forth the corporation’s basic operating principles from both the managerial and legal perspectives, and should include, as a minimum:

• The authority of directors, how many there are, and how long they serve
• Officers’ duties and responsibilities and how long they serve
• How major decisions are reached, with or without meetings
• How, when, and where shareholders’ and directors’ meetings are held
• How the corporation’s stock is issued
• Requirements for publishing annual financial information to shareholders

Directors

Directors are elected at the first annual shareholders’ meeting and at each annual meeting thereafter, unless their terms are staggered.

The officers of a corporation oversee the day-to-day operations of the organization and carry out the strategic decisions made by the board of directors. Their titles and duties are stated in the bylaws and/or specified by the board, but they must be organized so as to be able to sign instruments and stock certificates that comply with state law. One of the officers will have the duty of recording the proceedings of shareholders’ and directors’ meetings. An officer may hold more than one office simultaneously unless the certificate or bylaws state otherwise.

Requirement Reports

Connecticut corporations must file an annual or biannual report with the Connecticut Secretary of State. The first report must be filed within 30 days after its organizational meeting. This report must include the corporation’s name, its principal office, and the names and addresses of the directors and officers.

A corporation shall mail required annual financial statements to each shareholder within 120 days after the close of each fiscal year. If a shareholder requests it, a corporation must send its most recent annual report and financial statement.

Taxes

Corporations pay a corporate business tax for being able to conduct business in a corporate capacity in Connecticut. Corporations can calculate their tax under two alternative methods-tax measured by net income and the minimum tax-and pay the higher of the two. If the tax measured by net income is less than $250, the corporation pays the minimum tax, which is never less than $250.