Connecticut C Corp Formation

Connecticut C Corporation Formation

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Steven S.

Steven Stark

266 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

155 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

194 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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John B.

John Burns

2 reviews
John Burns is a business attorney with 17 years of experience. He has experience in dealing with patent legal cases, as well as with commercial contracts. John has represented Bioo Scientific, Origen Biomedical and various other healthcare corporations. Apart from graduating with honors from the UC Davis School of Law, John also holds a PhD, B.S. and an M.S. John founded his own law office in 2013. Prior to this position, he gained experience while working for two large corporations.
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Oluwaseun A.

Oluwaseun Ajasa

2 reviews
Oluwaseun is the Managing Partner of Abraham, Thompsons & Co in Nigeria. He is a trained arbitrator, mediator, and negotiator who is passionate about business and focuses on reducing the time and resources business entities have to deploy to resolve their disputes. He shares his knowledge by speaking at several business seminars and moderates a monthly legal clinic for entrepreneurs.
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Bradley H.

Bradley Haight

2 reviews
Energy work is complex and requires a specialized attorney that has a thorough understanding of the industry. Bradley Haight has actually sold, developed, and built wind and solar projects. He also works with startups and other businesses in transactions, project development, and service. Mr. Haight knows that you want to avoid litigation and his legal strategies are focused on that goal
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A. Alexander D.

A. Alexander Demasi

Alexander Demasi is an attorney at law who was recently licensed to practice law in Missouri. He holds a Juris Doctorate degree in law, which he obtained after he graduated from the Creighton University School of Law. Alexander primarily specializes in mergers and acquisitions. He is also experienced in drafting, negotiating and reviewing commercial contracts. Between September 2016 and October 2017, Alexander served as a law clerk at the law office of Patrick J. Sodoro.
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Richard F.

Richard Fine

Richard Fine is a business attorney that specializes in real estate, probate and tax related matters. He obtained a license to practice law within Texas in 1980. Richard is a member of the State Bar of Texas, the Houston Bar Association and the American Bar Association. He attended the Southern Methodist University, where he received a Juris Doctor degree in law. Richard also obtained a B.B.A. and M.B.A. at the University of Houston.
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Thomas T.

Thomas Taylor

1 review
Thomas Taylor is a business lawyer that primarily focuses on providing legal services to companies in the oil and gas industries. He has 39 years of experience as a corporate attorney. Thomas is licensed to practice law in Texas. He received his J.D. in law from the Southern Methodist University. He represents companies of all sizes, ranging from small businesses to multi-million dollar organizations. Thomas is currently acting as a sole practitioner.
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Kevin S.

Kevin Sanderson

2 reviews
Kevin Sanderson is an attorney at law with more than 15 years of experience. He graduated from Boston University with a B.A. in Psychology, and later obtained his Juris Doctor degree in law from the St. Thomas University School of Law in Miami. Kevin is licensed to practice law in Florida. Kevin primarily specializes in dealing with legal matters that involves labor and employment law. He has been a partner at Merritt & Sanderson since September 2017.
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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

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