Connecticut S Corp Formation

Connecticut S Corporation Formation

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Steven S.

Steven Stark

311 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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Joshua G.

Joshua Garber

218 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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Richard G.

Richard Gora

164 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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Ben H.

Ben Habegger

21 reviews
Ben Habegger is a business attorney with more than 18 years of experience. He is licensed to practice law in Indiana and holds a Juris Doctor degree in law, which he obtained from the Indiana University Robert H. McKinney School of Law. Ben specializes in a wide range of corporate legal practice areas, including commercial contracts, labor and employment law, and business formation. He has been an attorney at Outsourced General Counsel since November 2017.
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Vadim D.

Vadim Daynovsky

2 reviews
Vadim Daynovsky primarily focuses on assisting small business and entrepreneurs with their legal requirements. He is also an experienced businessman. He has worked as an attorney at some of the largest law firms in the United States and have dealt with multi-billion dollar legal cases. Vadim has 14 years’ experience as an attorney and has a license to practice law in New York. He has been the president of Green, Essex Solar since 2010, where he also acts as a general counsel.
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Tristan S.

Tristan Snell

2 reviews
I am an entrepreneur and attorney, empowering creators and innovators. In my 15 years of legal practice, I've been fortunate to work on some of the best teams in the field:... read more
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Carolyn M. S.

Carolyn M. Suhocki

I obtained my undergraduate degree in accounting and legal studies at Duquesne University in Pittsburgh, Pennsylvania, and then completed my Juris Doctor at the Charleston ... read more
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Leah K.

Leah Kabli

7 reviews
Leah Kabli is a real estate attorney. She also acts as a real estate broker and has four years’ experience in real estate law as well as six years’ experience in the real estate industry. Leah first graduated from the University of California at Los Angeles in 2007. Later, in 2011, she obtained her J.D. in law at the University of California at Los Angeles School of Law. Leah has been a licensed attorney within the California state since 2012.
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Richard R.

Richard Rydstrom

22 reviews
Richard Rydstrom is an attorney at law with over 27 years of experience. He has a Juris Doctorate degree in law, which he obtained from the Western State University College of Law, and a Bachelor of Science in public accounting. Richard is licensed to practice law in California. Richard primarily specializes in assisting small businesses with their legal issues. He is exceptionally experienced in dealing with commercial contracts. Richard has been a litigator for WEA since August 2017.
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Russell K.

Russell Kinsey

1 review
Intellectual property is a unique area of the law that allows protection for your ideas and processes. Experts like Russell Kinsey can help you protect your most precious asset--your intellectual property. Mr. Kinsey also works extensively in the areas of franchising law and general asset protection. In addition, Mr. Kinsey practices in the areas of commercial contracts and business formation.
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Why use UpCounsel to hire a Connecticut S Corporation Formation Attorney?

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Why use UpCounsel to form an S Corporation in Connecticut

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

When forming an S Corporation in Connecticut with UpCounsel, the attorney you choose to help you will conduct a business name search for your Connecticut S Corporation and assist you in preparing your S 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 S Corporation has been formed and begins its existence as a corporate entity.

However, a corporation does not register as an S Corporation with the Secretary of State. It registers as a corporation with the state and then may file for S Corporation status with the IRS. S Corporation status is a taxation category which provides income tax advantages to small businesses.

Choosing a Company Name for Your S Corporation

One of the first steps in the process of forming your S 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 S Corporation reserved or registered.

Your S 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 S Corporation attorney can help you properly register your name with the State of Connecticut.

Requirements for Forming a Connecticut S Corporation

Certificate of Incorporation: When forming an S 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 S Corporation.

This information must include:

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

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

S Corporation Qualification Requirements: For a corporation to qualify as an S Corporation for tax purposes, it must meet the following requirements:

  1. Must be a domestic corporation.
  2. Have only allowable shareholders including individual, certain trusts, and estates; and may not include partnerships, corporations or non-resident shareholders.
  3. Have only one class of stock
  4. Have no more than 100 shareholders
  5. Not be an ineligible corporation (i.e. certain financial institutions, insurance companies, and domestic international sales corporations).

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

S Corporation Operating Agreement: Although the S Corporation Operating Agreement is not required with the Certificate of Incorporation, it is a good idea for every S 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 S 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 S Corporation directly from the S 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 S Corporation members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the S-Corp's operating agreement.

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

Resident Agent needed for a Connecticut S Corporation

UpCounsel attorneys can also provide your business with a registered agent in Connecticut. Every Connecticut S 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 S 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 S Corporations

Periodic Report: Each S 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 S Corporation could face fines. The periodic report must be filed online at the Secretary of State's website.

Records: Each Connecticut S 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 S 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 S 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 S-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 S-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 S-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 S 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 S Corporation

Filing of the Certificate of Incorporation must be made with the Connecticut Secretary of State in which the S 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 S Corporation

A Connecticut S Corporation is a special type of corporation created through an IRS tax election. An eligible corporation can avoid double taxation (once to the corporation and again to the shareholders) by a corporation with a Subchapter S designation by the IRS. A corporation must file a Form 2553 to elect "S" status within two months and 15 days after the beginning of the tax year.

Owners of the S Corporation report business losses or profits on their personal tax returns, and therefore the business itself is not taxed. Each shareholder is responsible for paying taxes on their pro rata share of the S corporation's items of income, deductions, and credits (through a Schedule K-1 form).

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

Federal Income Tax: An S Corporation does not pay federal income tax.

Connecticut State Income Tax: Connecticut does not impose an income tax on businesses.

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 S Corporation. An EIN is similar to an individual's social security number. You will need an EIN for your S Corporation as long as there is one member, even if the S 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.

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