Form an LLC in Connecticut.

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Your LLC’s Name

Your new Connecticut LLC’s name must be distinguishable from the names of other business entities already registered or reserved with the state. The LLC’s name must include at its end the terms “Limited Liability Company,” “L.L.C.,” or “LLC.” The word “Limited” may be abbreviated as “Ltd.” and the word “Company” may be abbreviated as “Co.”

Available LLC names can be reserved for up to 120 days with the Connecticut Secretary of State’s office for a $30 fee.

Articles of Organization

After your Connecticut LLC is named, you must file articles of organization with the Commercial Recording Division of the LLC Filing Office (part of the Connecticut Secretary of State’s office) along with a $60 filing fee. The articles must be signed by one or more authorized persons as laid out in the LLC operating agreement. Organizers may be either natural persons or legal entities, and there must be at least one organizer.

The articles of organization for your new Connecticut LLC must include the following information:

  • The LLC’s name
  • The name and street address of the LLC’s resident agent
  • The street address of the registered agent
  • The duration of the LLC, either perpetual or for a set amount of time

The articles may also include other items that the members wish to include (as long as they don’t conflict with state law), even if they are also included in the operating agreement.

Your LLC is officially “organized” once the signed original of the articles of organization is received by the Secretary of State’s office, and it is determined to be in compliance with state requirements.

Registered Agent and Office

All Connecticut LLCs are required to have a registered in-state agent. This agent is the person or office designated to receive official state correspondence, including notice if the LLC is served with a lawsuit.

A registered agent in Connecticut may be an individual state resident; a domestic corporation, limited partnership, LLC, or statutory trust; or a foreign corporation, limited partnership, or LLC authorized to do business in the State of Connecticut.

The registered office may be (but is not required to be) the LLC’s place of business. The registered agent must have a business office identical with the registered office, which should generally be open during normal business hours.

Operating Agreement

Almost as critical for the LLC as the articles of organization is the operating agreement. There isn’t an official state requirement to have an operating agreement, but it’s a vital internal document that specifies how your LLC will operate on both the day-to-day and strategic levels.

The operating agreement should list the LLC’s members, specify how much each member has invested, explain how profits will be divided, and state how much proportional “weight” each member has when issues are voted upon-this is known as “members in interest.” Unless the articles of organization or the operating agreement say otherwise, voting power in a member-managed LLC is vested in each member according to his or her current capital account balance with the LLC.

The operating agreement may also set forth meeting requirements such as the amount of required notice, what constitutes a quorum, voting rules, and so on, but it doesn’t have to. Normally, however, the operating agreement does list requirements for the LLC that are already listed in state law and regulations. It can also include such items as restrictions or constraints on the power of the members to adopt, amend, or repeal the operating agreement.

If there is more than one member, the operating agreement must initially be approved unanimously in writing by the members. Unless otherwise stated, subsequent changes to the operating agreement must be approved by two-thirds of the members in interest.

Membership in the LLC

Unless specified otherwise in the operating agreement, managers are elected (and removed) by majority vote and serve for an indefinite term.

An LLC is required to have at least one member. Members may become a member of or acquire an interest in the LLC when it is first started, or with the written consent of a majority in interest of the members.

To join the LLC, the prospective member usually needs to make some kind of contribution-for example, pay cash or transfer property to the LLC-or undertake a binding obligation to do so.

Unless prohibited by the operating agreement, a member can withdraw from the LLC at any time upon 30 days’ notice to the other members. If the withdrawal is in violation of the operating agreement, the member can be held personally liable for financial damages caused by their withdrawal, including the cost of paying someone else to perform services that were expected to be completed by the withdrawing member.

Unless otherwise provided in the articles or operating agreement, a member who resigns is not entitled to be paid for his or her interest, but only has a right to receive what LLC profits and other distributions that would be paid to an assignee of an economic interest in the LLC (such as ongoing profits and capital distributions on liquidation of the LLC).

Ongoing Requirements

Compared to other states, Connecticut has minimal reporting and disclosure requirements. Each LLC must keep the following records available at its office for review or inspection:

  • Names and addresses of all members and managers
  • A certified copy of the articles of organization and any amendments
  • Executed copies of any powers of attorney related to any certificate or amendment
  • Operating agreement with any amendments
  • A copy of the LLC’s federal, state, and local income tax returns for each year
  • Status of the LLC’s business and financial situation, including cash on hand
  • A description and statement of the agreed value of the property or services contributed by each member, the amount that each member has agreed to contribute in the future, and the date on which each became a member

Also, it’s a very good idea to keep on file and available the minutes of the meeting of the board and any committees of the owners or members.


An LLC is dissolved when any one of the following events occurs:

    • Event(s) specified in the certificate of formation or operating agreement
    • A unanimous member vote to dissolve (unless a certain percentage or proportion is stated in the certificate of formation or operating agreement)
    • An event that makes it unlawful for the LLC to continue
    • The LLC’s duration as specified in the articles of organization or the operating agreement expires (if the LLC is not perpetual)
    • A court order ordering dissolution

If the sole remaining member of the LLC resigns or withdraws, the LLC will automatically dissolve unless, within 90 days, the personal representative of the last member agrees to continue the LLC and consents to serve as an LLC member or appoints another person in his or her place.


All LLCs and corporations formed in the State of Connecticut are required to file an annual report and to pay a flat annual franchise tax of $250. The annual report filing fee is $25. Taxes and annual reports are to be received by March 1st of each year. The minimum tax is $75, with a maximum tax of $165,000.

Learn more about forming an LLC in Connecticut

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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EIN / Tax ID Number Providing an EIN is required to open a
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Personalized Operating Agreement Includes most common provisions to protect members from liability

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Commonly Asked Questions For Starting a Connecticut LLC

How is an LLC Taxed?
For federal income tax purposes the profits of an LLC (Limited Liability Company) "pass through" to the personal income of the members/owners. In the case of a single member LLC it is taxed the same as a sole proprietorship (i.e. typically filed on the schedule C of the owner's personal income tax filing). In the case of a multi member member it is taxed the same as a partnership (i.e. a 1065 partnership return is filed with the IRS, with a schedule K-1 being supplied to each partner/member showing the proportional profit/loss allocated to them, with this being filed on the schedule C or E).
NOTE: These are general tax explanations and may not apply to everyone. You should confer with the appropriate accounting/tax specialists to make sure you understand your personal tax liability.
What is the Management Structure of an LLC?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-US Residents allowed to own a Corporation of LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an LLC with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an LLC?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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