Requirements for Connecticut LLCs

‍Creating a Connecticut LLC involves a series of legal steps outlined in Connecticut's Business and Nonprofit Entities Code, specifically Chapter 613a of the Connecticut General Statutes. This comprehensive statutory framework establishes both minimum requirements and best practices for forming and operating LLCs in the state, with strict enforcement that leaves no room for shortcuts.

These requirements cut across:

• Naming requirements
• Registered agent requirements
• Certificate of Organization filing
• Operating agreement considerations
• Ongoing compliance obligations, like annual reports

1. Name requirements

Your Connecticut LLC name must include "Limited Liability Company," "LLC," or "L.L.C." The state also accepts "Limited" abbreviated as "Ltd." and "Company" as "Co," but the LLC identifier remains mandatory.

Connecticut requires your name to be "distinguishable" from existing businesses. The state examines whether names might confuse the public, regardless of punctuation or spacing differences. Search the Secretary of State's online business registry before filing, as names can be claimed between your search and submission. Prohibited terms include:

• Corporation-specific identifiers ("Inc.," "Corp.")
• Professional terms without proper licensing ("Bank," "Attorney," "Doctor")
• Government-affiliated words that could mislead the public

Secure your chosen name for 120 days by filing an Application for Reservation of Business Name with a $60 fee. This prevents others from claiming your name while you prepare formation documents.

2. Registered agent requirements

Every Connecticut LLC must maintain a registered agent to receive legal documents and official correspondence. This requirement ensures the state can reach your business for important legal matters. Your registered agent must be:

• A Connecticut resident (18+) or authorized business entity
• Available at a physical Connecticut street address during business hours
• Willing to provide written consent to serve
• Accessible for document receipt (P.O. boxes prohibited)

Your options:

• Self-service: Use your address at no cost, but it becomes public record and requires business-hour availability
• Professional service: Costs $100-$300 annually, provides privacy protection and guaranteed document receipt

Missing legal documents due to invalid agent information can result in default judgments in lawsuits and administrative dissolution proceedings.

3. Articles of Organization requirements

Connecticut requires filing a Certificate of Organization (their term for Articles of Organization) to legally establish your LLC. This foundational document creates your company's legal existence, so accuracy in every detail matters.

Required information:

• LLC name meeting state requirements
• Principal address and registered agent details
• Management structure (member-managed or manager-managed)
• NAICS code for business classification
• Organizer name and signature

The Certificate doesn't require detailed business purpose statements or comprehensive member information—Connecticut keeps requirements streamlined compared to some states. However, every included detail must be accurate, as errors result in rejected filings and wasted time.

You can file online through Connecticut's business portal (fastest processing at 2-3 business days), by mail (7-10 business days), or in person. The $120 filing fee applies to all methods, with optional $50 expedited processing available for urgent formations. The organizer must sign the document, with electronic signatures accepted for online filings.

4. Operating Agreement requirements

Connecticut doesn't legally mandate operating agreements for LLCs, but this represents a dangerous oversight rather than regulatory relief. Without this internal document, your LLC operates under default state law provisions that rarely match actual business intentions and leave members vulnerable during disputes.

Single-member LLCs particularly benefit from operating agreements as evidence of separate business identity. Courts examining potential piercing of the corporate veil look for clear separation between personal and business operations, and a well-drafted agreement demonstrating business formality provides crucial protection.

Multi-member LLCs face even greater risks without operating agreements. Internal disputes become inevitable as businesses grow, and Connecticut's default statutory provisions for member withdrawal, profit distribution, and decision-making authority may not reflect your actual arrangements. A comprehensive agreement prevents costly litigation by establishing clear procedures for common business scenarios.

The agreement should address management structure, voting rights, capital contributions, profit and loss allocation, member changes, and dissolution procedures. Since you don't file it with the state, the operating agreement remains private while providing legally enforceable internal governance rules.

5. Initial and ongoing compliance requirements

Formation approval triggers immediate compliance requirements with different deadlines that can overwhelm new business owners without proper planning.

Immediate requirements:

• EIN from IRS for banking and liability protection (required even for single-member LLCs)
• Connecticut-specific licensing or registration requirements based on business activity and location
• Business bank account setup, which requires an approved Certificate, EIN, and often an operating agreement
• Professional licenses if offering regulated services through a Professional LLC structure

Ongoing requirements:

• Annual reports must be filed with the Secretary of State by March 31st, with an $80 fee
• Connecticut tax obligations, including potential sales tax registration with the Department of Revenue Services
• Registered agent maintenance with current address and contact information
• Professional licensing renewals for PLLCs in medical, legal, or other regulated fields
• Corporate record keeping, including meeting minutes, resolutions, and updated member information

Consequences of non-compliance

Connecticut enforces LLC requirements aggressively, with escalating consequences that can destroy your business if ignored.

• Loss of good standing prevents banking and licensing
• Administrative dissolution after missed annual reports and 90-day grace period
• Default judgments from invalid registered agent information
• Inability to sue in Connecticut courts or enforce contracts
• Financial penalties and tax liens on business assets

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