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.
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 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.
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.
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.
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).
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:
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:
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.
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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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