To form an LLC in Connecticut, you file a Certificate of Organization with the Secretary of the State and pay a $120 fee, and the Connecticut LLC filing requirements continue each year with an $80 annual report due between January 1 and March 31. Depending on what the business does, you may also need to register with the Department of Revenue Services, get a federal EIN, and keep an operating agreement on hand even though the state doesn’t collect one.
Naming Rules You Have To Meet First
Your LLC’s name must include “Limited Liability Company” or one of its abbreviations, such as “LLC,” “L.L.C.,” or “Ltd. Liability Co.” It also has to be distinguishable from any other entity already on file with the Secretary of the State, including active businesses, reserved names, and registered names.1Justia. Connecticut Code 34-243k – Permitted Name
Search existing business records through Business.CT.gov before you commit. If the name you want is clear but your paperwork isn’t ready, you can reserve it for $60 and hold the slot while you finish the rest.
What the Certificate of Organization Requires
The Certificate of Organization is the filing that legally creates your LLC. Everything on it becomes public record, so get the details right the first time.
- Principal office address. A street address where the LLC keeps its primary records. P.O. boxes aren’t accepted.2Secretary of the State of Connecticut. Certificate of Organization
- Registered agent. A person or business entity in Connecticut designated to receive legal documents for the LLC. An individual agent must be a Connecticut resident; a business entity acting as agent must be authorized to operate in the state.3Justia. Connecticut Code 34-243n – Registered Agent
- Member or manager information. The name, business address, and residence address of at least one member or manager, with an indication of which role that person holds.2Secretary of the State of Connecticut. Certificate of Organization
- NAICS code. A six-digit code from the North American Industry Classification System that categorizes the LLC’s primary business activity. You can look yours up at census.gov/naics.
The registered agent must keep a place of business in Connecticut with a street address on file, and the agent’s statutory duty is to forward legal notices and court documents to the LLC at the most recent address the company has provided.3Justia. Connecticut Code 34-243n – Registered Agent You can serve as your own agent if you’re a Connecticut resident, or hire a commercial service, which typically runs $49 to $125 per year.
How To File and What It Costs
The fastest route is Business.CT.gov, the state’s online filing portal.4Connecticut Secretary of the State. Business Services Create an account, submit the certificate, and pay by credit card. Paper filing by mail with a check or money order is also accepted but slower.
The fee for a new domestic LLC is $120, and it’s non-refundable whether or not the filing is approved.5Connecticut Business Services. Domestic Limited Liability Companies Forms and Fees Other common fees you may encounter:
- Certificate of Amendment: $120
- Change of registered agent: $50
- Change of business address: $50
- Interim notice of member or manager change: $20
- Certificate of Dissolution: $0
Once the Secretary of the State approves your filing, you’ll get a stamped copy confirming the LLC’s legal existence.
The Operating Agreement
Connecticut doesn’t require you to file an operating agreement with the state. You still need one. The operating agreement is the internal document that controls how the LLC runs: who decides what, how profits and losses are allocated, what happens when a member leaves, and how disputes get resolved.
Under Connecticut’s Uniform LLC Act, the agreement can be written, oral, or implied, and it binds the LLC and all its members, including anyone who joins later.6Connecticut General Assembly. Chapter 613a – Uniform Limited Liability Company Act Whatever the agreement doesn’t address, the statute’s default rules fill in. Those defaults are generic and probably won’t reflect what you and your co-members actually agreed to.
Put it in writing even though the statute allows oral versions. Single-member LLCs often need to show one to open a business bank account, and a written agreement helps reinforce the separation between you and the entity if your liability shield is ever challenged.
Tax Registrations After Formation
Federal EIN
Once the LLC exists, apply for an Employer Identification Number from the IRS. The EIN is your federal tax ID and is needed to open a bank account, file federal returns, and hire employees.7Internal Revenue Service. Employer Identification Number The online application at irs.gov is free and issues the number immediately. The IRS advises forming the entity with the state first, so file the Certificate of Organization before you apply.8Internal Revenue Service. Get an Employer Identification Number
Connecticut Department of Revenue Services
If the LLC will collect sales tax, rent rooms, or hire employees, register with the Department of Revenue Services through the myconneCT system.9Connecticut State Department of Revenue Services. Register Your Business You must have a Sales and Use Tax Permit before making any taxable sales, rentals, or leases in the state.10Connecticut State Department of Revenue Services. Registering Your Business with DRS A temporary permit is available to print right away when you register for a sales tax account, so you don’t have to wait to start operating.
Optional Tax Elections
Connecticut has an elective pass-through entity tax that lets multi-member LLCs pay state income tax at the entity level instead of passing it to individual members. The rate is 6.99%. The election can help members who itemize federally, because the $10,000 cap on individual state tax deductions doesn’t apply to entity-level taxes. Talk to a tax advisor before opting in.
An LLC that wants to be taxed as an S-corporation files IRS Form 2553. The deadline is no more than two months and 15 days after the start of the tax year in which the election takes effect, or any time during the prior tax year.11Internal Revenue Service. Instructions for Form 2553 For a calendar-year LLC formed in January, the form is due by March 15 of that same year. Miss the window and the election generally has to wait until the next tax year.
The Annual Report
Every Connecticut LLC must file an annual report with the Secretary of the State between January 1 and March 31 each year. The first report is due the year after formation, so an LLC formed in 2026 files its first annual report between January 1 and March 31, 2027.12Justia. Connecticut Code 34-247k – Annual Report
The report updates the LLC’s principal office address, registered agent, at least one member or manager, an email address, and the NAICS code.12Justia. Connecticut Code 34-247k – Annual Report The fee is $80, and the filing must be submitted electronically.5Connecticut Business Services. Domestic Limited Liability Companies Forms and Fees
Miss the deadline and you can’t obtain a Certificate of Legal Existence, which stalls bank loans, real estate deals, and any contract that requires proof the LLC is active.13Connecticut Business Services. Overdue Annual Report Continued failure to file leads to administrative dissolution, which terminates the LLC’s legal existence and can expose members to personal liability for obligations the business incurs afterward.
Keeping the LLC in Good Standing
Good standing means the LLC has met its filing obligations and remains an active entity with the state. Losing that status can undermine the liability protection the LLC was formed to provide in the first place.
When information changes, update it promptly. A change of registered agent costs $50, and a full Certificate of Amendment is $120.5Connecticut Business Services. Domestic Limited Liability Companies Forms and Fees Outdated information on the public record can mean legal notices or court filings that your registered agent never receives.
If the LLC is administratively dissolved, Connecticut allows reinstatement through Business.CT.gov. You’ll file the overdue annual reports and pay the associated fees, and the state then assigns a new annual report due date for the following year.14Connecticut Business Services. Reinstating a Business
For formal proof of good standing, Connecticut issues Certificates of Legal Existence. A short-form or express certificate is $50; a long-form certificate for domestic LLCs is $100.15Connecticut Business Services. Certificate of Legal Existence Forms and Fees Banks, investors, and other states where you register as a foreign LLC commonly ask for one, so keeping the annual report current avoids a scramble when the request arrives.