Connecticut Certificate of Organization

You have a big idea, truckloads of ambition, and dreams of a thriving Connecticut LLC, and you’re mentally prepared to make it happen.

But the Chinese philosopher Lao Tzu once said, “a journey of a thousand miles begins with a single step,” and for you, that first step is filing the Certificate of Organization.

With such grand plans, the last thing you might want to do is file paperwork, but completing the Certificate of Organization is what authenticates your LLC, making it official in Connecticut. It’s perhaps the most important step in starting your Connecticut LLC. Following this guide will help take the tedium out of paperwork and get your business started quickly.

But before you dive into the Certificate of Organization, you should have a few pieces of information ready to help streamline the process.

Choosing an LLC Name

Before anything else, you will need to decide on an LLC name. You must include a business name on your Certificate of Organization, and if the Secretary of State deems that name unacceptable or unavailable, the document will be rejected, so make sure you nail down a good name right away.

That name must adhere to a couple of state guidelines. It must contain a term that identifies its business type, like “Limited Liability Company,” “L.L.C.,” or “LLC,” and it shouldn’t mislead the public as to your business purpose. More importantly, any name you choose needs to be distinguishable from every other business name on record with the Secretary of State. Not sure if your name is available? Perform a business name search to find out.

Once you’ve found your perfect name, include it on your Certificate of Organization to automatically register it. In the event that you’re not quite ready to file an LLC, you can place a 120-day hold on your name by submitting a name reservation request.

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Choosing a Connecticut Registered Agent

A registered agent is your LLC’s liaison to the state, the mediator who takes care of all your important legal, tax, and compliance documents, keeping your business in good standing. Your Certificate of Organization won’t be complete or acceptable without including your registered agent’s name, address, and signature, so touch base with your agent beforehand to confirm the appointment.

Your agent can be either an individual or a business entity. If you choose an individual, that person must be a Connecticut resident with a physical address in the state (not a P.O. box), and if you go with a business entity – like a registered agent service – it must be authorized to do business in the state.

Quick Note: If your first choice doesn’t work out, don’t worry. You can always change your registered agent in the future.

Preparing to File Your Connecticut Certificate of Organization

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Now for the main event: the Certificate of Organization. Here’s your opportunity to get your LLC officially on record and authorized to conduct business in Connecticut.

For an important legal document, the Certificate of Organization isn’t overly intimidating. It only requires a handful of information, and if you have it ready beforehand, you’ll breeze through it with no problem. Here’s what you’ll need:

  • Filer’s name and address
  • LLC name
  • Principal office address (not a P.O. box)
  • Mailing address (can be a P.O. box)
  • Registered agent name, address, and signature
  • Names and addresses for at least one member or manager
  • LLC email address
  • NAICS code
  • Execution date
  • Organizer name and signature

Gathering this information is a great start, but the Certificate of Organization requires a bit more than facts – it also carries a $120 filing fee, so have a check or credit card ready.

Typical processing time for online filings is 2-3 business days, so your application should be processed within a week, although it can take longer during peak filing periods. As for filings submitted on hard copies, the typical turnaround time is up to ten business days. Expedited processing (hard copy only) costs $50 and is completed within 24 hours.

Filing Options

Once you’ve compiled your information and arranged your payment, it’s time to file. The state offers three different options: online, postal mail, and in person.

Online

Head over to the Secretary of State’s online filing system and sign up for an account. From there, the state’s online dashboard will guide you through the entire process.

Mail

You can find a paper application here. Download and complete it, then include your $120 payment and mail it to:

Business Services Division

Connecticut Secretary of the State

P.O. Box 150470

Hartford, CT  06115-0470

In-Person

If you live in Hartford, or just happen to find yourself there, you can also hand-deliver your form and payment to 165 Capitol Avenue, Suite 1000.

What About Foreign LLCs?

The process outlined above works for domestic LLCs (those formed in Connecticut), but what if your business is expanding to Connecticut from another state? In this case, you can put the Certificate of Organization aside, because you won’t need it.

Instead, your LLC will need to foreign qualify in Connecticut by filing a Foreign Registration Statement online or on paper. Like the Certificate of Organization, the Foreign Registration Statement carries a $120 filing fee. Resist the temptation to start doing business without first foreign qualifying, because this can lead to some serious fines and penalties.

However, after your LLC has been authorized by the state, you’re free to kick off your business activities in Connecticut.

Want Help Filing Your Connecticut Certificate of Organization?

Let’s be honest: you’ve got a lot on your plate. Filing paperwork can take time away from your other tasks, ones more focused on setting your budding LLC up for success.

The good news is that you don’t need to file the Certificate of Organization yourself. But if an attorney is out of your price range, hiring an LLC creation service is a great option.

There’s no shortage of business incorporation services out there, but not all of them are equal. Each one offers different packages, costs, and processing times, so it’s important to find the right fit for your LLC.

While each service has optional upgrades and feature packages, on the most basic level, they will review your business information, prepare your formation documents, and submit them to the Connecticut Secretary of State. They will complete everything outlined in this guide and notify you when your Certificate of Organization has been filed. You won’t have to lift a finger.

There are other benefits too. Some services will include a year of free registered agent service when you hire them. Other services offer order tracking, notifications on future documents (like annual reports), assistance drafting your operating agreement, or coverage of certain LLC formation costs.

Important Post-Formation Compliance Issues

Once you’ve successfully filed your Certificate of Organization, your LLC is an official business entity in the state of Connecticut. However, this doesn’t mean that your responsibilities have come to an end. There are several other steps you’ll need to take if you want to operate a compliant LLC for years to come.

Acquire a Federal Tax ID Number (EIN)

While an EIN isn’t a requirement for Connecticut LLCs, we strongly recommend that every entrepreneur obtains one. An EIN enables your LLC to hire employees, open business bank accounts, file taxes, and take care of several other important aspects of LLC maintenance. Even if you operate a single-member LLC with no employees, you should still have an EIN for your business.

Set Up a Financial Infrastructure

One other crucial step is to solidify the financial aspects of your LLC, first by opening a business bank account. You must have separate bank accounts for your personal use and for business purposes, as this will help you keep your personal and business assets separate, a vitally important consideration for any entrepreneur. If you commingle these assets, you leave yourself wide open for lawsuits, as it would be easy for someone to claim that your business is simply an extension of your own personality and not a separate entity from you as a person.

The other portion of this step is to set up an accounting system. This can either mean that you hire an accountant to take care of your LLC’s bookkeeping, or you could acquire high-quality accounting software like QuickBooks. Either way, you need a reliable means of keeping detailed records for each financial transaction your LLC executes. This is another vital part of keeping your personal and business assets separated, and it will also be enormously helpful come tax time.

Acquire Licenses and Permits

The next step involves obtaining any industry-specific licenses and permits your LLC may need to operate in compliance with state laws. Depending on the nature of your LLC’s business, you may require several permits or you may be able to operate your LLC without any state-level licenses.

Thankfully, Connecticut makes it very easy to figure out your business’ licensing needs. All you need to do is visit the state’s Department of Consumer Protection and you’ll find the license and permit applications you require. Make sure to check with your county and locality as well, as there may also be licensing requirements for your business on these levels.

Obtain Business Insurance

This step isn’t a requirement, but it is a strong recommendation. The exact insurance policies your business needs will vary based on the type of products and services you offer, but most LLCs should at least have a general liability insurance policy to protect against common perils like slip-and-fall accidents. In some industries, you might need several different insurance policies to cover all of your financial bases, so do your research ahead of time to determine which types of insurance you should purchase.

File Your Annual Reports

Each year, every LLC in Connecticut must file an annual report. This report includes some basic information about your business and keeps the state updated regarding any important changes to your LLC’s structure. The information you’ll need to file this report typically includes your LLC’s mailing address, principal office address, member or manager names and addresses, and the filer’s name, title, and email address.

Frequently Asked Questions

About Filing the Connecticut LLC Certificate of Organization

How long does it take Connecticut to form an LLC?

The typical turnaround time for online filings is 2-3 business days, so your application should be processed within a week, although it can take longer during peak filing periods. As for filings submitted on hard copies, the typical turnaround time is up to ten business days. Expedited processing (hard copy only) costs $50 and is completed within 24 hours.

Should I file my own Certificate of Organization, hire an attorney, or use an online service?

This question largely comes down to personal preferences, but we do have some general insights. The DIY route can be quite a bit of work, as you’ll need to complete each step of the formation process on your own with no assistance. As for hiring an attorney, this can be prohibitively expensive for new businesses, as a lawyer can charge hundreds or even thousands of dollars to form your LLC.

You can think of business services companies as a middle ground between these options. While most of these companies charge a fee to form your LLC, that fee will be significantly less expensive than an attorney’s fee. At the same time, you still aren’t going it alone. Instead, you have an experienced professional guiding you through the entire process.

What does Connecticut require for LLC formations other than the Certificate of Organization?

Unlike some states, Connecticut doesn’t require any related filings other than your formation documents. However, we still strongly recommend obtaining a federal tax ID number (EIN). An EIN allows your LLC to file taxes, hire employees, open business bank accounts, and more. Every LLC should have one, whether your state requires it or not.

How many small businesses are there in Connecticut?

Today, Connecticut has more than 350,000 small businesses. Clearly, entrepreneurs in many different fields find Connecticut to be a great place to own and operate a business entity.

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