How Much Does It Cost to Form a CT Corporation?
Legal business registration — and maintaining a status of good standing — involves necessary expenses and investment. Some of these costs are payable to the CT Secretary of State, while others are due to additional state entities or the federal government. Here are some common requirements and fees.
Please note that fees for a State of Connecticut business license or permit may be due when you first form your business, on an ongoing schedule or on an ad hoc basis. Find more details below.
Initial Connecticut Corporation Filing Fees
When starting a business in Connecticut State, you’ll need to file a form and pay a filing fee. Here are the current Connecticut corporation filing fees and times:
When you use Incfile to register a business in Connecticut, we charge you the state filing fee and forward it to the Secretary of State when we file your incorporation paperwork.
Employer Identification Number
Every corporation in the country should have a unique EIN (Employer Identification Number) from the Internal Revenue Service. You'll use it when you open a business bank account, file taxes and pay employees. You can get one directly from the IRS, or Incfile can get one for you.
If you want to do business in a state other than the one where your business is based, you must create a Foreign Corporation.
Connecticut Foreign Corporation Registration
Before you can bring an arm of your business from another state into Connecticut, you must request Connecticut Foreign Qualification. This means the state gives you permission to conduct business there.
To request registration of a Connecticut Foreign Corporation, you must complete an Application for Certificate of Authority and pay a processing fee of $385. The state may have additional registration requirements, so contact the Connecticut Secretary of State directly for more information and to ensure you're in compliance with CT corporation law.
Foreign Qualification to Operate in Another State
If you plan to expand your Connecticut corporation into another state, you’ll first need Foreign Qualification or a Certificate of Authority from that state. This is necessary before you can create a physical presence, hire employees or bank in that state.
You'll likely have to complete at least one application and pay a filing fee, but each state has its own requirements. Before you start the process, compare state filing times and state filing fees so you can plan accordingly.
Above all, contact the state government entity that administers business (usually the Secretary of State) to confirm their requirements and for specific instructions.
If you need assistance, Incfile provides a complete Foreign Qualification service for all states.
Connecticut Annual Report Requirements
Most states require business entities to file an annual (or other periodic) report. Connecticut requires an annual report to be filed once a year with the Connecticut SOS.
When you complete your annual report you must file it online accompanied with a filing fee of $150. An initial report is also due within 30 days of forming your corporation.
Last business day of anniversary month of incorporation.
The initial annual report filing is due within 30 days of the entity formation date.
State of Connecticut Business License and Permit Requirements
Before you start doing business, you must secure the necessary state, federal or local business licenses and permits to operate your corporation. Some of the fees will only need to be paid once, while others may be ongoing charges.
Permits and licenses vary based on:
You are required to have Connecticut corporation bylaws if you form a corporation in the state. You don't need to file them with the Connecticut Secretary of State, but make sure you have them with your business documents and by all means, continue to follow them.
The bylaws must then be adopted (and amended, if necessary) by the board of directors and shareholders.
Drafting a set of bylaws can be extremely helpful in making sure you’re organized and can help protect your business from any future changes and events that may affect your business.
Other CT Corporation Filing Requirements and Fees
The State of Connecticut requires you to complete a few more tasks before you can begin conducting business.
In Connecticut, the board of directors may elect officers, such as the president, vice president, secretary, treasurer, etc. One officer must be responsible for preparing the minutes of the directors' and shareholders' meetings and for maintaining and authenticating the records of the corporation required to be kept. One individual may hold more than one office simultaneously.
Issue Stock to Shareholders
To raise business capital and keep it separate from company owners' money, every Connecticut corporation must sell stock to its shareholders. The Certificate of Incorporation must authorize the sale of at least one class of share, and the corporation cannot sell more shares than are authorized.
Hold Annual General Meetings
In Connecticut you are required to hold an annual meeting, however if you fail to do so, CT Gen Stat § 33-695 states, "The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action."
Change the Registered Agent
If your corporation is based in Connecticut, then you must have a Registered Agent in the state. You'll need to appoint one when you file your Certificate of Incorporation. You can also change to a new Registered Agent later by filing a form and paying a fee of $50.
Reserving a Name for Your Corporation
If you're not quite ready to start your business, you can reserve a name for 120 days with the Secretary of State by filing a form and paying a fee of $60. First, conduct a CT corporation search and learn the state's business naming rules to ensure you choose a name that meets legal requirements.
Amending Facts About Your Corporation
When you incorporate, the Connecticut business forms you fill out include certain facts about your business at that time. Through the years, some or all of this information may change. If it does, you'll need to file a Certificate of Amendment with the Secretary of State along with a filing fee of $100. You can do this yourself or Incfile can do it for you.
Get a Certificate of Good Standing
Some organizations may request that you prove your corporation's compliance with laws and tax requirements. In most states, this proof is provided with a Certificate of Good Standing. In this state, it's a CT Certificate of Legal Existence.
If you need to prove you have met your commitments, you’ll need to request a CT Certificate of Legal Existence from the Secretary of State. You can do this online via the business portal provided by the CT Secretary of State and paying a filing fee of $50.
The information listed above details many of the fees a standard corporation will be required to pay in Connecticut. In some circumstances, there may be other one-off, periodic or ad hoc fees not listed above.
Of course, your corporation will also probably need to pay federal, state, self-employment (if it's an S Corp) and other taxes. You'll find more information on the Connecticut taxes page.