How to File a Certificate of Incorporation in Connecticut

Connecticut requires that corporations file a Connecticut Certificate of Incorporation or COI (called Articles of Incorporation in some states.) This can be a daunting process for business owners. But at ZenBusiness we’ve got you covered. We’ll walk you through this part of incorporation and show you how to submit the form to the Connecticut Secretary of the State’s office. You’re encouraged to check out ZenBusiness’s How to Form a Connecticut Corporation for a broader context.

File a Certificate of Incorporation in Connecticut today

A COI in Connecticut, like Articles of Incorporation in other states, presents the facts about the company. It forms the foundation for declaring and establishing your business with the Secretary of the State (SOS). The certificate enables your business to do business as a corporation. We’ll focus on for-profit corporations.

General Information

Fees:

There’s a fee to register a corporation in Connecticut; check the SOS website for the current amount. This fee includes franchise tax of up to 20,000 shares. Checks should be made payable to “Secretary of the State.”

Law Governing COI in Connecticut

Refer to the Connecticut Business Corporation Act, Chapter 601, Section 33-636.

Where to File

A Certificate of Incorporation can be filed:

• Online
• By mail:

Business Services Division, Connecticut Secretary of the State
P.O. Box 150470
Hartford, CT 06115-0470

• Hand-carried to: Business Services Division, Connecticut Secretary of the State, 165 Capitol Ave., Suite 1000, Hartford, CT 06106

The form is the same for both domestic (in-state) and foreign (out-of-state) companies. All entries on the COI are public information.

Instructions for Completing the Form

In the upper left-hand corner is a box requesting the name and address of the person filling out the form. This is where the confirmation of certification will be sent after approval.

1. Corporation name: Provide the name of the corporation, which must contain “corporation,” “incorporated,” “company,” “Societa per Azioni,” or the abbreviations “corp.,” “inc.,” “co.,” “S.p.A.,” or “ltd.” The name must be unique in Connecticut; it may not be the same or very similar to any other company name. The Secretary of the State’s office can direct you to a name search page, where you can search for your chosen name. This step helps ensure it isn’t already taken. Once your chosen business name is approved, you may reserve it for 120 days. Let ZenBusiness help with our name reservation service.
2. Total number of authorized shares: The company can authorize as many shares as it wants. The number of shares or stocks above 20,000 is subject to the franchise tax.
3. Shares: If the company plans to issue more than one class of shares, it must be noted on the certificate. Also note the number of shares in each class. In addition, describe the terms and limitations, if applicable. You can find the applicable statute at Chapter 601 33-665.
4. Email address: Enter the corporation’s email address. If it doesn’t have one, select “NONE.” This is an important detail because the Secretary of the State uses the email address for correspondence related to the incorporation.
5. NAICS code: Enter the six-digit NAICS code. This is a code issued by the North American Industry Classification System. It’s used by federal agencies and other companies to classify, analyze and publish business-related data.
6. Appointment of a registered agent: The agent receives notices, documents, and legal processes at its physical address and forwards them to an officer of the corporation. The agent must be available at the location during standard business hours. This can be either an individual or another business, but it cannot be the business itself. Section 6A is applicable to an individual with a physical street address in Connecticut as well as a Connecticut mailing address. A P.O. Box isn’t permitted for the physical address but is acceptable for the mailing address. If the agent is a business, Section 6B, a signature is required to indicate acceptance of the appointment as the agent. If you need assistance with this, ZenBusiness can help you acquire a registered agent.
7. Benefit Corporation: A Benefit Corporation, in addition to its primary statement of purpose, also has the purpose to create a public benefit. Benefits in addition to general public benefits must be listed in other provisions.
8. Other Provisions: Use this space or add an attachment for any information a corporation is permitted but not required to provide. If you have a benefit corporation, list any specific public benefits beyond the required general public benefit here.
9. Section 9 is a table in which incorporators’ names, addresses, and signatures are written. You must list at least one incorporator.

Once you’ve submitted your forms, it’s a good idea to make sure your corporation maintains good standing. This means keeping track of important filing dates, renewing licenses and permits, and filing your annual report. To take some of the stress out of running your corporation, let ZenBusiness help with our Worry-Free Compliance service.

Supplemental Forms

An Organization and First Report form must be filed within 90 days of filing the COI. Out-of-state businesses must file an Application for Certificate of Authority in Connecticut with its Certification of Incorporation form. There’s an additional fee for this.

Conclusion

This article has described the process of incorporation in the state of Connecticut. ZenBusiness can complete the Certificate of Incorporation and file it for you with our business formation plans.