Business Formation in Connecticut

Business Formation in Connecticut

Business Formation in Connecticut

business formation in connecticut

Starting a business can be an exciting but overwhelming venture. If you have questions about starting a sole proprietorship, LLC, or corporation, contact the Law Offices of Alexander H. Schwartz today or continue reading for information about each venture.

What Is a Sole Proprietorship?

A sole proprietorship simply means that one person owns and operates the business. Unlike other businesses, a sole proprietorship does not need to be filed with the Secretary of State. However, if you choose a name for the business that differs from your individual name, you must register the trade name, per NOLO. If you have employees, you will also need an Employer Identification Number from the Internal Revenue Service.

How Do I Form an LLC?

The Small Business Association describes an LLC, or limited liability company, as a “hybrid” between a corporation and a partnership. While the business operates as a partnership would, an LLC has “the limited liability features of a corporation and the tax efficiencies … of a corporation.”

Forming an LLC is a more complex process than starting a sole proprietorship. First, the business name must be followed by:

  • Limited Liability Company;
  • LLC; or
  • L.L.C.

Once a name has been chosen, you must file articles of organization by mail with the Secretary of State. This currently costs $120. Unlike other states, Connecticut does not require filing an operating agreement, but articles of organization must adhere to certain guidelines. The following must all be in the articles:

  • The LLC’s name
  • The LLC’s address
  • The nature of the business
  • Whether or not a manager will run the LLC
  • The name, address, and signature of the LLC’s registered agent
  • The name and address of at least one LLC member or manager

You must also designate a registered agent, who will accept service of process in the event that the LLC gets sued. The agent has to be a full-time resident of Connecticut, a Connecticut business, or a foreign corporation with a certificate to conduct business in Connecticut.

Lastly, LLCs must file annual reports.

How Do I Form a Corporation?

When forming a Connecticut corporation, you must choose a unique name that is not already on file with the Secretary of State. The name must contain one of the following:

  • Corporation
  • Incorprated
  • Company
  • Society per Azioni
  • Limited
  • Inc.
  • Corp.
  • Co.
  • SpA
  • Ltd.

You can file an application to reserve a name for $60, and then the name is held for 120 days. Next, you must file a certificate of incorporation with the Secretary of State for $250. The certificate must contain:

  • The corporation’s name and address
  • Name, address, and signature of agent
  • Names and addresses of all incorporators
  • The number and class of shares that the corporation is allowed to issue
  • The rights and preferences of each class of shares

Like LLCs, corporations must appoint registered agents to accept service of process. Corporations should also create bylaws, but these do not need to be filed with the state. The incorporator(s) must also appoint directors and complete an incorporator’s statement for the bylaws. Finally, the corporation must issue stock to each shareholder.

To learn more, contact the Law Offices of Alexander H. Schwartz today for a free consultation about how to form your new business.

 

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