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LeapLaw's 50 State Blawg  > Connecticut
Sponsored by:
Bay State Corporate Services, Inc.
Bay State Corporate Services, Inc.
6 Beacon Street
Suite 510
Boston, MA 02108
www.baystatecorp.com
Phone: (617) 742-8484
Toll Free:
Fax: (617) 742-8482



Bridge Services Corporation
Bridge Services Corporation
277 Broadway
Suite 1710
New York, NY 10007-2001
www.bridgeservice.com
Phone: (800) 225-2736
Fax: (888) 267-8680



Continental Corporate Services, Inc.
Continental Corporate Services, Inc.
189 Franklin Avenue
Suite 1
Nutley, NJ 07110
www.ccslegal.com
Phone: (973) 542-0300
Toll Free: (800) 300-5067
Fax: (973) 542-0313



Delaney Corporate Services, Ltd.
Delaney Corporate Services, Ltd.
41 State Street
Suite 405
Albany, NY 12207
www.delaneycorporate.com
Phone: (518) 465-9242
Toll Free: (800) 717-2810
Fax: (518) 465-7883



International Business Company Formation, Inc.
International Business Company Formation, Inc.
101 Main Street
Suite One
Tappan, NY 10983
www.ibcf.com
Phone: (845) 398-0900
Toll Free: (888) 664-6263
Fax: (845) 398-0808



NewCo Corporate Services, Inc.
NewCo Corporate Services, Inc.
875 Avenue of the Americas
Suite 501
New York, NY 10001
Phone: (212) 356-8340
Toll Free: (888) 336-3926
Fax: (212) 356-8379




Search posts for:

Basics Box: Connecticut
Secretary of State
Status Search
Forms
  • Fax File:
  • UCC: Yes
    Corporate: Yes
  • E File:
  • UCC: No
    Corporate: Yes (annual reports)
  • Expedited Services:
  • UCC: No
    Corporate: Yes ($25 for 24 hour turn around)
  • Name Reservations:
  • Yes (120 days)
  • Preclearance:
  • Yes
    Apostilles and Authentications (Connecticut)
    Domestic Corporate Dissolution Summary (Connecticut)
    Domestic Corporation Summary (Connecticut)
    Foreign Qualification Summary (Connecticut)
    LLC - Formation Summary (Connecticut)
    UCC Filings (Connecticut)

    Apostilles and Authentications (Connecticut)
    The Connecticut Secretary of State (CT SOS) provides apostilles and authentications for $20.00. Expedited service is available for $25.00 (24 hours to turn around).

    A service company can be used to expedite the process of obtaining an apostille for CT. Or you can order an apostille directly the the CT SOS.

    About Authentication and Apostilles

    Authentication or a certificate of magistracy is an official certificate issued by the state official's office where the notary public is commissioned, confirming the existence of the notary public (or public officer) who has notarized the document. These certifications may be required when a document is being sent to another state or foreign country.

    If the countries where the document is being sent is a member of the Hague Convention, you can receive an "apostille" from the state where the notary is commissioned.

    In order to obtain an apostille or authentication, the document must be an original signed by the executing party, bearing an accurate notary public's signature (exact name of the notary as it currently stands of the state's records), date commission expires and notarial seal.

    It the country is not a member of the Hague Convention, the authentication process is a two step process. First the document will require certification from the CT SOS as to the notary's signature. Second, it will require authentication of the country's embassy or consulate.

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    Domestic Corporate Dissolution Summary (Connecticut)
    Pursuant to Conn. Gen. Stat. § 33-880 et. seq., to successfully dissolve a Connecticut corporation, a Certificate of Dissolution is filed with the Connecticut Secretary of State (CT SOS).

    Tax Clearance: No tax clearance is required.

    Annual Reports: All annual reports must be filed.

    Consents:

    Prior to Stock Issuance or Commencing Business: Majority of incorporators or initial directors.

    After Stock Issuance: Resolution of the board of directors and majority of all voting shareholders at a meeting or by written consent.

    Execution and Filing: The certificate must be executed by an authorized official of the corporation. Name must printed or typed with capacity stated under the signature. Fax filings are accepted.

    Filing Fee: $25.00. Payable to the Secretary of the State.

    Dissolutions, Generally

    A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.
    IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.

    For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.

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    Domestic Corporation Summary (Connecticut)
    Pursuant to the Connecticut Business Corporation Act (Conn. Gen. Stat. § 33-600 et seq.), a corporation incorporating in Connecticut files a Certificate of Incorporation with the Connecticut Secretary of State (CT SOS).

    Corporate Name: The corporate name must contain the word "corporation" "company" "incorporated" or abbreviations thereof.

    Maximum Stock for Minimum Filing Fee: 20,000 shares
    with or w/o par value.

    No. of Directors: The corporation may have 1 director.

    Paid in Capital: The minimum amount of paid in capital required to commence business is $1,000.

    Purpose: No specific business purpose is required.

    Preemptive Rights: Denied unless specifically granted.

    Cumulative Voting: Denied unless specifically granted.

    Incorporator: Incorporator may be anyone over 18 years of age and does not have to be a resident of Connecticut.

    Filing: Submit one executed original of the certificate of incorporation to the CT SOS. Fax filings are accepted.

    Filing Fee: The filing fee is a minimum $250 payable to the secretary of state.

    Authorizing stock over the maximum 20,000 will result in a higher filing fee. Calculations are as follows: $.01 per share up to and including $10,000; $.005 per share up to and inlcuding 100,000; $.0025 per share up to and including 1,000,000; and $.002 per share in excess of 1,000,000.

    30 Days Following Organization: Organization & First Annual Form within 30 days after the organization meeting.

    Incorporations, Generally

    A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.

    LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.

    A complete incorporation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing a charter document for filing

  • Drafting bylaws

  • Preparing consent of incorporator (if applicable under relevant state law)

  • Preparing an organizational consent of directors

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)

  • Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance

  • Creating a stock ledger

  • Preparing and filing applications of foreign qualifications (if any)

  • Organizing the minute book

    For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.

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  • Foreign Qualification Summary (Connecticut)
    Pursuant to the Connecticut Business Corporation Act (Conn. Gen. Stat. § 33-600 et seq.), a foreign corporation, other than an insurance, surety or indemnity company, may not transact business in this state until it files an Application for Certificate of Authority with the Connecticut Secretary of the State (CT SOS).

    Name of Corporation: Name must contain "corporation" "company" "incorporated" or abbreviations thereof.

    Good Standing Certificate: An original certificate of the corporation's legal existence issued from its domestic state, dated no more than 90 days earlier, must be attached to the Application for Certificate of Authority.

    Officers and Directors: A list of officers and directors with addresses is required.

    Filing and Execution: The filing is signed by an officer of the company. Original executed copy is filed with the CT SOS. Fax filings are accepted.

    Filing Fee: $385 which includes $285 license fee. Checks made payable to the Secretary of State.

    Foreign Qualifications, Generally

    A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.

    For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.

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    LLC - Formation Summary (Connecticut)
    Pursuant to the Connecticut Limited Liability Company Act, (Conn. Gen. Stat. § 613 et seq.) a limited liability company forming in Connecticut files Articles of Organization with the Connecticut Secretary of State (CT SOS).

    LLC Name: The LLC name must contain "limited liability company" "L.L.C.," or "LLC" "limited" may be "Ltd." and "company" may be "Co."

    No. of Members: The LLC may have 1 member.

    Purpose of Business: Articles must include a brief nature of business.

    Execution and Filing: Signed by "organizer(s)" and executed by the resident agent. Faxed filings are accepted.

    Filing Fee: $120.00. Checks payable to the Secretary of the State.

    Supplemental Filing: In addition to the articles of organization, the organizer(s) shall file with the CT SOS a statement containing the name and respective business and residence addresses of a manager or a member of the LLC, except that, if good cause is shown, the CT SOS may accept a business address in lieu of business and residence addresses of such manager or member (Sec. 34-120).

    Attorney-In-Fact: A person executing the document may do so as an attorney-in-fact. Powers of attorney relating to the execution of the document do not need to be filed with the CT SOS (Sec. 34-109(c)).

    Recordkeeping Requirement: The organizer or organizers must document for the company records book a statement setting forth: (1) The name and residence address of each member; and (2) if the articles of organization provide management of the LLC is vested in manager(s), the name and residence address of each initial manager.

    LLC Formation, Generally

    A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.

    LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.

    A complete formation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing the formation certificate for filing with the secretary of state

  • Drafting an operating agreement

  • Preparing an organizational consent of managers or members

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing and filing applications of foreign registrations (if any)

  • Organizing the company records book

    For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.

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  • UCC Filings (Connecticut)
    UCC filings in Connecticut are made with the CT Secretary of State's Commercial Recording Division. Online filing capability is coming soon. Fixture filings are made at the county level.

    Filings must be made in person, by mail or via a service company.

    There is no expedited service available for UCC filings.

    Commercial Recording Division

    Mailing Address:
    Secretary of the State
    ATTN: Commercial Recording Division
    PO Box 150470
    Hartford, CT 06115-0470

    Phone: (860) 509-6002
    UCC Fax Filings: (860) 509-6057
    EMail: crd@po.state.ct.us.


    UCC Filings, Generally


    Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.

    Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.

    In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.

    Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.

    Foreign Debtors

    A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.

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