Connecticut Articles of Incorporation: Filing, Fees, and Next Steps

In Connecticut, the formation document is called the Certificate of Incorporation (what many other states call articles of incorporation), and you file it with the Secretary of the State. The base fee is $250, which covers the minimum franchise tax for corporations authorizing up to 20,000 shares. Once the Secretary accepts the filing, the corporation legally exists.

What the Certificate Must Contain

Connecticut law requires six pieces of information in the Certificate of Incorporation:

The corporate name, meeting Connecticut’s naming rules.
The total number of shares the corporation is authorized to issue.
The street and mailing address of the initial registered office in Connecticut, plus the name of the registered agent at that address.
The name and address of every incorporator.
A valid email address for the corporation.
The corporation’s NAICS code identifying the type of business.

Those six items are the whole mandatory list. You are not required to describe share classes, state a business purpose, or name initial directors in the certificate, though any of those can be added as optional provisions.¹

Optional Provisions Worth Considering

Connecticut lets you add provisions covering governance, share structure, and director protections. A few are valuable enough that leaving them out causes trouble later.

Naming initial directors in the certificate lets them hold the organizational meeting right away, skipping an extra step by the incorporators to elect them first.
A broad purpose clause like “any lawful business activity” avoids having to amend the certificate if the business changes direction.
You can set a par value for authorized shares or for specific classes. Many small corporations use a low par value or none at all.
Connecticut allows a provision capping a director’s personal liability for money damages at no less than the compensation they received that year. The cap does not cover knowing violations of law, improper personal gain, or conscious disregard of duties.
An indemnification clause requires the corporation to cover a director’s legal costs for actions taken in their role, with similar carve-outs for bad-faith or illegal conduct.

The liability cap and indemnification clauses deserve real thought. You can also address them in the bylaws, but putting them in the certificate gives directors stronger footing because amending a certificate requires shareholder approval.¹

Naming Rules

Every Connecticut corporate name must include one of these words or abbreviations: Corporation, Incorporated, Company, Limited, Societa per Azioni, or their shortened forms (Corp., Inc., Co., Ltd., S.p.A.). Foreign-language equivalents also qualify.²

The name must also be distinguishable on the Secretary of the State’s records from every other entity already registered or reserved, including corporations, LLCs, limited partnerships, and other business names on file. “Distinguishable” is a lower bar than “completely different,” but you cannot pick a name that is essentially identical to one already taken.²

If you are not ready to file right away, you can reserve a name for 120 days by submitting an application to the Secretary of the State, and you can transfer the reservation to another person during that window.³

Words suggesting a regulated industry, such as banking or insurance terms, may require separate approval from the relevant Connecticut agency before the Secretary of the State will accept the name. Even after you clear state records, run the name through the federal trademark database at the USPTO before committing. A name that passes in Connecticut can still infringe a federally registered mark.⁴

Registered Agent

Every Connecticut corporation must maintain a registered agent and a registered office in the state. The agent accepts lawsuits and official notices for the corporation. You can serve as your own agent if you are a Connecticut resident, or appoint another individual or a qualifying business entity, including a domestic corporation or LLC, or a foreign corporation or LLC authorized to do business in Connecticut.

The appointment must be in writing and signed by the agent. If the agent is a natural person, the filing must include that person’s residence address.⁵ Commercial registered agent services generally charge from around $50 to $300 per year.

How to File and What It Costs

The primary filing method is the Connecticut Secretary of the State’s online business portal at business.ct.gov. You create an account, complete the form, and pay electronically. Online filings qualify for expedited processing for an extra $50 per transaction.⁶

You can also mail the certificate to the Secretary of the State in Hartford with a check or money order. Expedited processing is not available for mailed filings.

The base filing fee for a domestic stock corporation is $250, which includes the minimum franchise tax for up to 20,000 authorized shares. If you authorize more than that, additional franchise tax applies on a tiered per-share basis:⁷

First 10,000 shares: one cent per share.
10,001 to 100,000 shares: half a cent per share.
100,001 to 1,000,000 shares: one-quarter cent per share.
Over 1,000,000 shares: one-fifth cent per share.

A corporation authorizing exactly 20,000 shares owes $150 in franchise tax, which is already covered by the $250 fee. Above 20,000 shares, add the amount that exceeds the built-in $150 minimum.⁸

Organizational Meeting

Once the certificate is filed, the corporation exists but still needs its internal structure in place. Connecticut requires an organizational meeting for that purpose.

If you named initial directors in the certificate, those directors run the meeting: they appoint officers, adopt bylaws, and handle any other business. If you did not name directors, the incorporators hold the meeting and elect a board first, then the board completes the remaining steps.⁹

The meeting does not have to take place in Connecticut. If everyone agrees, the incorporators or directors can act by written consent instead of meeting in person. The outputs are adopted bylaws, elected officers, and authorization to issue shares and open bank accounts.

First Annual Report Within 90 Days

Connecticut requires every domestic corporation to file its first annual report within 90 days of the date the Certificate of Incorporation was filed. It is not 90 days from the organizational meeting, and it is not a separate “organization report.” It is the first annual report on an accelerated schedule.¹⁰

The report updates the corporation’s current directors and officers, with names and business addresses. The fee is $150.¹¹ After that, annual reports are due on the anniversary of the first filing date.

Missing this deadline is one of the easiest ways to put a new corporation in jeopardy. Falling behind pulls the corporation out of good standing, which can block loans and contracts and eventually lead to administrative dissolution. Reinstatement means catching up on every missed report and paying accumulated penalties.

Federal and State Follow-Up

Filing the certificate creates the corporation at the state level. Several tax steps still need to happen before the business can really operate.

Employer Identification Number

Nearly every corporation needs a federal EIN from the IRS, even without employees. Banks require one to open a business account, and you need it to file tax returns. Applying online at IRS.gov/EIN issues the number immediately. The responsible party must have a valid Social Security Number or other taxpayer identification number to use the online system, and the IRS limits issuance to one EIN per responsible party per day.¹²

S Corporation Election

New corporations default to C corporation tax treatment. To be taxed as an S corporation, with profits passing through to shareholders, file IRS Form 2553 no later than two months and 15 days after the beginning of the tax year the election is to take effect. For a calendar-year corporation formed on January 1, that means filing by March 15. Miss the window and the election does not kick in until the next tax year unless the IRS grants late-election relief.¹³

Connecticut Tax Registration

You also need a Connecticut Tax Registration Number from the Department of Revenue Services, obtained through the myconneCT portal. You will need the corporation’s EIN, legal name, business address, and the names and Social Security Numbers of responsible owners or officers. If the corporation will collect sales tax or withhold employee income tax, register for each applicable tax type through the same system.¹⁴

Beneficial Ownership Information Reporting

The Corporate Transparency Act originally required most new domestic corporations to file a Beneficial Ownership Information report with FinCEN within 30 days of formation. As of March 2025, FinCEN issued an interim final rule exempting all U.S.-formed entities from BOI reporting; only foreign entities registered to do business in a U.S. state are currently required to file, and FinCEN has stated it will not enforce BOI penalties against domestic companies or their beneficial owners. This area is in flux, so check FinCEN’s website before relying on the exemption at the time you file.¹⁵

1
Justia. Connecticut Code 33-636 – Certificate of Incorporation
2
Justia. Connecticut Code 33-655 – Corporate Name
3
Justia. Connecticut Code 33-656 – Reserved Name
4
United States Patent and Trademark Office. Search Our Trademark Database
5
Justia. Connecticut Code 33-660 – Registered Office and Registered Agent
6
Business.CT.gov. Expedited Services
7
Connecticut Secretary of the State. Fee Schedule
8
FindLaw. Connecticut Code 33-618 – Franchise Tax
9
Connecticut General Assembly. Connecticut Code Chapter 601 – Business Corporations – Section: 33-639
10
Justia. Connecticut Code 33-953 – Reports
11
Business.CT.gov. Domestic Annual Report Forms and Fees
12
Internal Revenue Service. Instructions for Form SS-4
13
Internal Revenue Service. Instructions for Form 2553
14
Connecticut Department of Revenue Services. Registering Your Business with DRS
15
FinCEN. Beneficial Ownership Information Reporting