Connecticut C Corp Formation

Connecticut C Corporation Formation

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Steven S.

Steven Stark

283 reviews
For over 30 years, Steven Stark has offered counsel to non-profit organizations and private companies. He has a passion for helping small businesses in particular since he himself started several businesses of his own in New York and Florida. He understands the importance of small businesses having a reliable attorney to advise them about legal matters from their inception.
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Richard G.

Richard Gora

157 reviews
Looking for an attorney with experience? Richard Gora is the exact attorney you want. Having defended over 100 cases both in state and federal courts and working with clients from around the globe, Richard has an array of different experiences. His services are wide-ranging and include business litigation, securities litigations, employment litigation, and business counsel. Prior to founding Gora LLC, he worked for Finn, Dixon & Herling LLP for eight years.
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Joshua G.

Joshua Garber

199 reviews
Representing notable clients like Tesla and the City of Los Angeles, Josh Garber excels at helping clients with employment and labor laws. Many of his past clients have had great success using Josh for employment agreements and Division of Labor Standards Enforcement (DLSE) hearings. With his practical advice, he has even helped clients avoid going to court.
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Rupa N.

Rupa Nath

2 reviews
Rupa is a proactive and creative commercial attorney and litigator. She has worked with all types of clients - from growing companies to large institutional investors (e.g.... read more
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Ray L.

Ray Lord

For the last 15 years, Ray Lord has been the sole practitioner at Lord Law Firm, LLC, where he handles bankruptcy, estate planning, asset protection, traffic tickets, and divorce cases. He is also a part-time deputy coroner of the Richland County Coroner’s Foundation charity. Mr. Lord graduated first in his class at the South Carolina Criminal Justice Academy and received the J.P. Strom Award.
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Anthony E.

Anthony Edwards

2 reviews
Anthony Edwards has more than seven years of experience as a business attorney. He is licensed to practice law in Colorado and has been admitted to the U.S. District Court Colorado. Anthony received his Juris Doctor in law after he graduated from the University of New Mexico. He has represented numerous corporate clients, including Venture Snowboards and Maisel Excavation. Anthony has been an attorney at Sholler Edwards since May 2017.
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William U.

William Underwood

8 reviews
William Underwood specializes in commercial litigation legal matters. He has experience as an outsourced general counsel and is a partner at Underwood, Jones & Scherrer. William also focuses on assisting startup business during their initial growth period. He received his law degree from the University of Houston Law Center and shortly after obtaining a license to practice law in Texas. William has represented a large number of corporate clients, including ERC and the Hartford Insurance Group.
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Sean D.

Sean Dixon

2 reviews
Sean Dixon is a business-focused attorney with several years of experience behind him. He first graduated from Boston University in 2004 where he obtained his B.A. in Marine Biology. Later, he obtained a certification in environmental law from Pace University School of Law and a climate change law certification at the same university. Sean's legal practitioner services focus on commercial contracts, economic development incentives, project financing and numerous other legal areas.
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Yaasha S.

Yaasha Sabba

Yaasha is a patent agent from Silicon Valley who is passionate about helping entrepreneurs capture their innovative ideas to generate value and using the right tools available around the world. Intellectual property law has been his specialty since law school and he has developed a diverse understanding in the fields of fashion, outer space, entertainment, and mobile tech.
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Brian F.

Brian Fitzgerald

2 reviews
Brian Fitzgerald has been a corporate attorney for 20 years. He focuses on the representation of clients associated with: wholesale and distribution, manufacturing, retail, banking, finance and check cashing, beer, wine, and liquor distributors and retailers, industrial, commercial, and residential real estate development. He is licensed to provide legal services in the Commonwealth of Massachusetts and State of Connecticut.
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Why use UpCounsel to form your C Corporation in Connecticut?

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Why use UpCounsel to form an C Corporation in Connecticut

Starting an C Corporation in Connecticut with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our C Corporation attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for an C Corporation.

When forming an C Corporation in Connecticut with UpCounsel, the attorney you choose to help you will conduct a business name search for your Connecticut C Corporation and assist you in preparing your C Corporation Operating Agreement, along with providing other legal services based on your needs. Once your Certificate of Incorporation have been prepared and successfully filed with the Connecticut Secretary of State, your Connecticut C Corporation has been formed and begins its existence as a corporate entity.

Choosing a Company Name for Your C Corporation

One of the first steps in the process of forming your C Corporation is to choose your business name.

The business name that you choose must contain the words "incorporated", "corporation", "limited", or "company", or an abbreviation of these words. The name may not indicate or imply that the corporation is organized for a purpose other than one permitted by state law or its Certificate of incorporation. It must be distinguishable (not the same as or deceptively similar to) the name of an S Corp or foreign C Corporation reserved or registered.

Your C Corporation name may contain the name of one or more members.

By using UpCounsel, you can choose several business names in order of preference. Your attorney of choice can then conduct a name check for your Connecticut S Corp before filing to see which names are available. Once you have chosen an available name, your chosen C Corporation attorney can help you properly register your name with the State of Connecticut.

Requirements for Forming a Connecticut C Corporation

Certificate of Incorporation: When forming an C Corporation in Connecticut, the Certificate of Incorporation must be filed with the Connecticut Secretary of State. Connecticut state law requires that certain information be included in your Certificate of Incorporation when forming your Connecticut C Corporation.

This information must include:

  1. The C Corporation name and address.
  2. The purpose of the C Corporation
  3. The name and address of the registered agent for service of process on the C Corporation
  4. The number of shares, and their class, that the C Corporation is authorized to issue.
  5. The name and addresses of each of the incorporators.

Additionally, a Connecticut C Corporation formation generally requires inclusion and/or consideration of the following:

C Corporation Operating Agreement: Although the C Corporation Operating Agreement is not required with the Certificate of Incorporation, it is a good idea for every C Corporation with more than one member to have one. The Certificate of Incorporation may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members. If you do choose to adopt an operating agreement, it does not have to be filed with the Secretary of State, but should be kept on file by the registered agent.

Membership: A C Corporation must have one or more members.

Eligibility Requirements: A natural person or an entity.

Procedure for Membership: The member may acquire an interest in the C Corporation directly from the C Corporation at the time of formation and, after formation, at the time provided in and upon compliance with the Certificate of Incorporation or the operating agreement or, if not provided, only upon the vote of a majority in interest of the C Corporation members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the C-Corp's operating agreement.

Business Licenses: Business licenses and/or permits are required for most C-Corp's offering specific professional services. Contact the Connecticut State Corporations Commission for specific licenses.

Resident Agent needed for a Connecticut C Corporation

UpCounsel attorneys can also provide your business with a registered agent in Connecticut. Every Connecticut C Corporation must have a registered agent in Connecticut, which is the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit. A Connecticut resident, corporation, or a foreign corporation that has the authority to transact business in Connecticut may act as a registered agent, as long as they have a physical street address in Connecticut.

Connecticut Secretary of State

Once you create an C Corporation in Connecticut, the Connecticut Secretary of State will require that certain recurring responsibilities and duties be fulfilled. The most important of these are explained below.

For further information, contact the Connecticut Secretary of State.

Recurring Responsibilities and Duties for Connecticut C Corporations

Periodic Report: Each C Corporation shall provide a periodic report to the Connecticut Secretary of State regarding its financial condition to each of its members. Your registered agent will be mailed a reminder prior to when your periodic report is due. If your periodic report is not filed on time, your C Corporation could face fines. The periodic report must be filed online at the Secretary of State's website.

Records: Each Connecticut C Corporation must keep the following records open to inspection at its office:

  1. A current list of the full name and last known business or residence address of each member and of each holder of an economic interest in the C Corporation set forth in alphabetical order, together with the contribution and the share in profits and losses of each member and holder of an economic interest.
  2. If the C Corporation is manager-managed, you will need a current list including the full name and business or residence address of each manager.
  3. A copy of the Certificate of Incorporation and all amendments thereto, together with any powers of attorney pursuant to which the Certificate of Incorporation or any amendments thereto were executed.
  4. Copies of the C-Corp's federal, state, and local income tax or information returns and reports, if any, for the six most recent taxable years.
  5. A copy of the C-Corp's Operating Agreement, if in writing, and any amendments thereto, together with any powers of attorney pursuant to which any written operating agreement or any amendments thereto were executed.
  6. Copies of the C-Corp's financial statements, if any, for the six most recent fiscal years.
  7. The books and records of internal affairs as they relate to the C Corporation for at least the current and past four fiscal years.
  8. A signed "Incorporator's Statement" showing the names and addresses of the initial directors who will serve on the board until the first annual meeting of shareholders.

Filing Fees for a Connecticut C Corporation

Filing of the Certificate of Incorporation must be made with the Connecticut Secretary of State in which the C Corporation was organized, along with the appropriate state filing fee. The fee for this is $250 and the Certificate must be filled online. Keep in mind that fees can be subject to change, so make sure to refer to the Connecticut Secretary of State for any updates.

Taxes for a Connecticut C Corporation

Connecticut C Corporation shareholders do not report any of the business income and expense on their individual tax return. The corporation files tax returns and pays its income taxes (at generally lower tax rates than would individuals) while the individual shareholders report and pay personal income taxes only on monies paid them by the corporation.

It should be noted that shareholders are required to pay personal income taxes on income from dividends paid by a C Corporation even though income taxes have previously been paid by the corporation. This leads to what is commonly referred to as "double taxation".

Connecticut state law follows federal law for income tax purposes. Therefore if a corporation is classified as an association taxable as a C Corporation for federal income tax purposes, so will it be taxable as a corporation for state tax purposes.

Federal Income Tax: For federal income tax purposes, a C- Corp is recognized as a separate taxpaying entity. A corporation conducts business, realizes net income or loss, pays taxes and distributes profits to shareholders.

Connecticut State Income Tax: Connecticut C Corporations are subject to a 7.5% corporation business tax.

Federal Tax Identification Number: Your corporation will need to obtain a federal tax identification number, which is also known as an Employment Identification Number (EIN). You do not need to get a new EIN after the corporation choose to become a C Corporation An EIN is similar to an individual's social security number. You will need an EIN for your C Corporation as long as there is one member, even if the C Corporation does not have employees. For certain tax filing requirements the attorney you choose on UpCounsel can help prepare your Federal Tax ID Application, if you have not done so already.

Start Your Business Off Right with an Affordable C Corporation Attorney in Connecticut

Start Your Company Off Right with Affordable C Corporation Attorneys in Connecticut

Connect with Top Connecticut C Corporation Formation Attorneys & Lawyers

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