To start a nonprofit in Connecticut, you form a nonstock corporation with the Secretary of the State for a $50 filing fee, then apply to the IRS for 501(c)(3) tax-exempt status for $275 or $600 depending on the form you qualify to use. In between and after, you’ll draft bylaws, get an EIN, register with the Department of Revenue Services and the Department of Consumer Protection, and set up annual reporting. The order matters: the IRS requires specific language in your founding documents, and adding it after the fact means amending your state filing and losing weeks.
Pick a Name and Line Up at Least Three Directors
Your corporate name has to be distinguishable from every other entity on file with the Secretary of the State, and it must include “Corporation,” “Incorporated,” or “Company,” or an abbreviation like “Corp.,” “Inc.,” or “Co.”1Connecticut General Assembly. Connecticut General Statutes Chapter 602 – Nonstock Corporations Run a search on the Secretary of the State’s business database before you print letterhead. A conflict will bounce your filing.
Connecticut requires every nonstock corporation to have a board of at least three directors.2Justia. Connecticut General Statutes Title 33 – Section 33-1082 – Number and Election of Directors Recruit them early. You’ll need their names and addresses for multiple filings, and the IRS will look at who sits on the board when it evaluates your exemption application.
Draft the Certificate of Incorporation
The Certificate of Incorporation is the document that brings your nonprofit into legal existence. Under Connecticut General Statutes ยง 33-1026, it must include:
- The corporate name.
- A statement that the corporation is nonprofit, will not issue stock, and will not make distributions.
- Whether the corporation will have members, and if so, their rights and obligations.
- The name and street address of the initial registered agent in Connecticut.
- The name and address of each incorporator.
- A description of the organization’s activities.
The registered agent must be a Connecticut resident or a business entity authorized to operate in the state, with a physical street address where someone is available during business hours.4Justia. Connecticut General Statutes Title 33 – Section 33-1050 – Registered Office and Registered Agent A P.O. Box won’t do.
Add the IRS Language Before You File, Not After
If you plan to seek 501(c)(3) status, your certificate must satisfy the IRS “organizational test,” and the easiest time to meet it is the first time you file.5Internal Revenue Service. Organizational Test – Internal Revenue Code Section 501(c)(3) Three provisions carry the weight. A purpose clause stating the corporation is organized exclusively for charitable, religious, educational, or scientific purposes under Section 501(c)(3). A dissolution clause directing that remaining assets go to another 501(c)(3), the federal government, or a state or local government for a public purpose. And language barring distribution of net earnings to any private individual and restricting political campaign activity and substantial lobbying.6Internal Revenue Service. Suggested Language for Corporations and Associations per Publication 557 The IRS publishes model language for each one. Use it closely.
File With the Secretary of the State
Submit the completed Certificate of Incorporation to the Secretary of the State’s Business Services Division, either online through the CONCORD system or by mail. The filing fee is $50, with expedited processing available for an added fee.7CT.gov. Domestic Non-stock Corporations Forms and Fees Once the state accepts the filing, you’ll receive a file-stamped copy. Keep it; you’ll need it for your bank account, your EIN application, and the IRS exemption filing.
Adopt Bylaws and Core Governance Policies
Bylaws are your internal operating manual. They cover how meetings are called, how officers are elected, how voting works, and how vacancies are filled. You don’t file them with the state, but the IRS will ask about them, and any future dispute among directors will be settled by reading them. Adopt them at your first organizational meeting.
The IRS also looks for a conflict of interest policy, a document retention and destruction policy, and a whistleblower policy when evaluating 501(c)(3) applications.8Internal Revenue Service. Governance and Related Topics – 501(c)(3) Organizations A conflict of interest policy requires directors and staff to disclose any financial interest that could sway their decisions and to recuse themselves when a conflict exists. A whistleblower policy gives employees a confidential channel to report suspected financial misconduct. None of these are strictly required by law, but their absence signals an organization that hasn’t thought seriously about accountability.
Get an EIN and Apply for 501(c)(3) Status
Once the corporation legally exists, apply for an Employer Identification Number from the IRS. The EIN is a nine-digit identifier you need for a bank account, tax returns, and your exemption application. The online application is free and usually issues the number immediately.9Internal Revenue Service. Employer Identification Number
To become a 501(c)(3), file either Form 1023 or the streamlined Form 1023-EZ through Pay.gov.10Internal Revenue Service. About Form 1023 – Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code Form 1023-EZ is a shorter version available to smaller organizations that meet certain eligibility criteria. The user fee is $275 for Form 1023-EZ and $600 for the full Form 1023.11Internal Revenue Service. Form 1023 and 1023-EZ – Amount of User Fee
The IRS reviews your founding documents, planned activities, financial projections, and governance structure. The purpose clause, dissolution clause, and private-benefit restrictions in your certificate are where applications stall. If those are missing or awkwardly worded, the IRS will ask you to amend the state filing before approving the application. Approval comes as a determination letter confirming exemption from federal income tax and tax-deductibility of donations. That letter unlocks grant eligibility and state tax exemptions.
Register With Connecticut Tax and Charity Authorities
Department of Revenue Services
After the IRS determination letter arrives, register with the Connecticut Department of Revenue Services using Form REG-1. This establishes accounts for any applicable state taxes and lets you apply for exemptions from Connecticut income, sales, and use taxes. You’ll attach a copy of the IRS determination letter as proof of exempt status.
Sales Tax Exemption
Connecticut does not issue a separate sales tax exemption permit. Qualifying 501(c)(3) organizations claim exemption at the register by giving the retailer a completed CERT-119 along with a copy of the IRS determination letter.12CT.gov. Tax Exemption Programs for Nonprofit Organizations CERT-119 stays with the seller, not the state.
Charitable Solicitation Registration
Before you ask the public for a dollar, register with the Department of Consumer Protection under the Connecticut Solicitation of Charitable Funds Act.13Department of Consumer Protection. Charitable Solicitation Registration Information The annual registration fee is $50 for organizations subject to the full filing requirements; organizations that qualify as exempt from the financial reporting requirements pay no fee.14CT.gov. Frequently Asked Questions from Charitable Organizations and Paid Solicitors Soliciting without registering can trigger enforcement action and burn your credibility with donors.
If You Hire Employees
Having staff adds a layer. Section 501(c)(3) organizations are exempt from federal unemployment tax (FUTA) on employee wages.15Internal Revenue Service. Section 501(c)(3) Organizations – FUTA Exemption You still owe Social Security and Medicare taxes (FICA) on employee wages of $100 or more per year. Register with the Connecticut Department of Labor for state unemployment insurance and set up state income tax withholding through the Department of Revenue Services as part of your REG-1 filing. If your nonprofit will stay all-volunteer at the start, you can set this aside until the first hire.
Keep Up With Annual Filings
Connecticut Annual Report
Every Connecticut nonstock corporation files an annual report online with the Secretary of the State for a $50 fee.7CT.gov. Domestic Non-stock Corporations Forms and Fees The report refreshes your principal office address, registered agent, and current directors. Miss it and you risk penalties or administrative dissolution of the corporation you just worked to create.
IRS Form 990
Tax-exempt organizations file an annual return with the IRS. The version depends on size:
- Form 990-N (e-Postcard): gross receipts normally $50,000 or less.
- Form 990-EZ: gross receipts under $200,000 and total assets under $500,000.
- Form 990 (full): gross receipts of $200,000 or more, or total assets of $500,000 or more.
The return is due on the 15th day of the 5th month after the end of your fiscal year, which is May 15 for calendar-year filers. Skip it three years in a row and the IRS automatically revokes your tax-exempt status, making the organization liable for income tax, ending donor deductions, and forcing you to file a new exemption application to be reinstated.17Internal Revenue Service. Automatic Revocation of Exemption for Non-Filing – Frequently Asked Questions The e-Postcard takes about five minutes. File it.