To form an LLC in Connecticut, you file a Certificate of Organization with the Secretary of the State, pay a $120 filing fee, and then handle a few follow-on tasks: getting a federal EIN, registering with the Department of Revenue Services if you’ll collect sales tax or hire employees, adopting an operating agreement, and filing an annual report every year to keep the company in good standing. Most of the process runs through the state’s Business.CT.gov portal.
Pick a Name That Clears the State’s Rules
Your LLC’s name has to include “Limited Liability Company” or an approved abbreviation such as “LLC,” “L.L.C.,” or “Ltd. Liability Co.” It also has to be distinguishable from every 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 the existing business records through Business.CT.gov before you commit. If you’ve settled on a name but aren’t ready to file yet, Connecticut will let you reserve it for $60 so no one else grabs it while you finish your paperwork.
File the Certificate of Organization
The Certificate of Organization is the document that actually creates the LLC. Everything on it becomes part of the public record, so double-check the details before you submit. The form asks for:
- A principal office street address. P.O. boxes are not accepted.2Secretary of the State of Connecticut. Certificate of Organization
- A registered agent in Connecticut authorized to accept legal documents for the LLC.
- The name, business address, and residence address of at least one member or manager, with an indication of which role each person holds.2Secretary of the State of Connecticut. Certificate of Organization
- A six-digit NAICS code categorizing the LLC’s primary business activity. You can look yours up at census.gov/naics.
The organizer signs under penalty of false statement that the information is accurate.2Secretary of the State of Connecticut. Certificate of Organization The organizer does not have to be a member or manager.
The filing fee is $120 and is non-refundable whether or not the filing is approved.3Connecticut Business Services. Domestic Limited Liability Companies Forms and Fees Filing online through Business.CT.gov is the fastest route and accepts credit card payment;4Connecticut Secretary of the State. Business Services you can also mail a paper certificate with a check or money order. Once the Secretary of the State approves the filing, you’ll receive a stamped copy confirming the LLC exists.
Choosing a Registered Agent
The registered agent is the person or business designated to receive legal documents on the LLC’s behalf. If the agent is an individual, they must be a Connecticut resident; a business entity can serve if it’s authorized to operate in the state. Either way, the agent has to maintain a place of business in Connecticut with a street address on file. The agent’s statutory duty is to forward any legal notices or court documents to the LLC at the most recent address the company has on file.5Justia. Connecticut Code 34-243n – Registered Agent
You can serve as your own registered agent if you’re a Connecticut resident. Commercial registered agent services typically run $49 to $125 per year and are worth considering if you value privacy or work outside a fixed office.
Put an Operating Agreement in Writing
Connecticut does not require you to file an operating agreement with the state, but for practical purposes it’s as important as the Certificate of Organization. This is the internal document that says who makes decisions, how profits and losses are split, what happens if a member wants to leave, and how disputes get resolved. It binds the LLC and every member, including anyone who joins later.6Connecticut General Assembly. Chapter 613a – Uniform Limited Liability Company Act
Whatever the agreement doesn’t cover, the state’s default rules under the Uniform Limited Liability Company Act fill in. Those defaults are workable but generic; they won’t match the specific deal you and your co-members struck.
Single-member LLC? You still want one. Banks sometimes ask to see an operating agreement before opening a business account, and having one reinforces the separation between you and the company if your liability protection is ever challenged in court. Multi-member LLCs should treat a written agreement as non-negotiable.
Get an EIN and Register for State Taxes
Once the LLC exists at the state level, get an Employer Identification Number from the IRS. It’s the federal tax ID you’ll need to open a bank account, file federal taxes, and hire employees.7Internal Revenue Service. Employer Identification Number You can apply online at irs.gov for free and receive the number immediately. The IRS advises forming the entity with the state before applying, so file the Certificate of Organization first.8Internal Revenue Service. Get an Employer Identification Number
If your LLC will collect sales tax, rent rooms, or hire employees, register with the Connecticut Department of Revenue Services through the myconneCT online system.9Connecticut State Department of Revenue Services. Register Your Business You must obtain a Sales and Use Tax Permit before making any taxable sales, rentals, or leases in Connecticut.10Connecticut State Department of Revenue Services. Registering Your Business with DRS When you register for a sales tax account, a temporary permit is available to print immediately.
Optional Tax Elections
Connecticut offers an elective pass-through entity tax at 6.99% that lets multi-member LLCs pay state income tax at the entity level rather than passing it through to individual members. Because federal law caps the individual state and local tax deduction at $10,000 while entity-level taxes are not subject to that cap, the election can benefit members who itemize. Talk to a tax advisor before opting in.
An LLC that wants federal S-corporation treatment 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, that’s March 15 of the same year. Miss it and you generally wait until the following tax year. S-corp treatment can lower self-employment tax for members who work in the business, but it requires paying owner-employees a reasonable salary.
File an Annual Report Every Year
Every Connecticut LLC must file an annual report with the Secretary of the State between January 1 and March 31 each year. Your first report is due in the year after formation, so an LLC filed in 2026 owes its first annual report between January 1 and March 31 of 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.3Connecticut Business Services. Domestic Limited Liability Companies Forms and Fees
Missing the deadline is one of the most common ways LLCs lose good standing. While the report is overdue, you can’t obtain a Certificate of Legal Existence, which can hold up bank loans, real estate deals, and contracts that require proof the LLC is active.13Connecticut Business Services. Overdue Annual Report Continued failure to file can trigger administrative dissolution, which ends the LLC’s legal existence and can expose members to personal liability for obligations incurred after dissolution.
Keep Your Filings Current
Good standing means the LLC has met its filing obligations and is still recognized as active by the state. Slipping out of good standing can undermine the liability protection that motivated forming the LLC in the first place.
When information changes, file the update promptly. A change of registered agent costs $50, a change of business address costs $50, an interim notice of a member or manager change costs $20, and a full Certificate of Amendment costs $120.3Connecticut Business Services. Domestic Limited Liability Companies Forms and Fees Outdated information on the public record means legal notices may go to the wrong place, and “I never got it” is rarely a defense that works.
If the LLC does get administratively dissolved, Connecticut allows reinstatement through the Business.CT.gov portal. You file any overdue annual reports and pay the related fees, and the state assigns a due date for the following year’s report.14Connecticut Business Services. Reinstating a Business