Connecticut S Corp Formation

Connecticut S Corporation Formation

Steven Stark S Corporation Lawyer for CT

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.
196 reviews

Joshua Garber S Corporation Lawyer for CT

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.
153 reviews

Leah Kabli S Corporation Lawyer for CT

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.
6 reviews

Karén Tonoyan S Corporation Lawyer for CT

Karén is an intellectual property attorney with a passion for technology and innovation. He has worked in the IT field as well as the United States Patent and Trademark Office specializing in electronic and mechanical devices in areas including clothing designs, toys, musical instruments, and computer software. Karén has helped clients overcome their business hurdles.

James Price S Corporation Lawyer for CT

James Price is a general counsel at Venture Group Enterprises. He also gained experience as an attorney at Charles G. Monnett, III & Associates, as well as while working at Alala, Drum Kersh, Solomon, et al. In 1990, James received a J.D. in law at the University of North Carolina School of Law. He was licensed to practice law in North Carolina shortly after. James also holds a B.S. in business administration.

Andrew Geltman S Corporation Lawyer for CT

Andrew Geltman is an attorney at law who has been serving corporate clients for the past three years. He has been licensed to practice law in both Maryland and the District of Columbia. Andrew obtained his legal degree from the University of Maryland School of Law. Andrew is exceptionally skilled in legal research and writing. He has been serving as an associate counselor at the North American Wave Engine Corporation since January 2017.

Sarah Gold S Corporation Lawyer for CT

The "gold standard" definitely represents Sarah Gold and the Gold Law Firm. Small businesses rely heavily on their attorneys, and Ms. Gold takes that commitment to each of her clients very seriously. She works with both non-profit and for-profit businesses. Ms. Gold offers a wealth of knowledge and experience that she uses to deal with virtually any issue that your business encounters.
7 reviews

Brandon Carr-Montano S Corporation Lawyer for CT

Brandon Carr-Montano is the Founding Attorney of BCM Law and his focus is on Corporate and Business Law matters. Prior to his current job, he served in-house as Counsel for Precision Health Economics. Brandon works with individual entrepreneurs, small-businesses and startups. In 2014, he graduated from Loyola Law School, Los Angeles with his J.D. and a recommendation from his Law Professor. He partook in a Summers Honor Program as an Intern for US Securities and Exchange Commission.

Jeffery Ray S Corporation Lawyer for CT

Jeffery Ray is a corporate attorney with half a decade worth of legal experience. He is licensed to practice law in Florida and obtained his Juris Doctor in law from the Florida A&M University College of Law. Jeffery specializes in providing legal assistance to startup companies, with a primary focus on commercial contracts, immigration law and employment law. In March 2014, Jeffery started his own legal firm, The Ray Law Firm, where he now acts as the managing attorney.
2 reviews

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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