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
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,
- 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.