How to Form an S Corporation in Connecticut

Introduction

If you are planning to form a corporation in Connecticut, the first thing you will need to do is decide on a name. All corporations must have a name that distinguishes them from other companies doing business in Connecticut. The name of your company must also be distinguishable from any other business or organization in the state and federal government records. Your corporation’s name should not contain words such as “bank,” “trust,” “insurance,” “incorporated” or its abbreviations unless the word is part of another word within the name (such as “First National Bank”).

In addition to choosing a legal business name, there are several steps involved in forming an S corporation:

Select a Name That is not Already In Use

Your corporation’s name must be unique. The Connecticut Secretary of State will accept a name that is not already in use, but it cannot include any of the following words:

• “incorporated” or “corporation”
• “limited” or “limited liability company”
• “company,” unless it is followed by another word (such as Inc., Co., Corp., etc.)

It’s also recommended that you don’t choose a name that includes the word “association.”

Apply for an Employer Identification Number

The EIN is a unique number that the IRS assigns to your business. It’s like a Social Security Number for businesses and helps them track tax-related activities. You’ll need an EIN to open a bank account for your S corporation, even if it’s for personal expenses. The process of obtaining one is free, but there are multiple ways in which you can do it:

• Online: You can apply online at the federal government’s website by clicking here and following the instructions provided. There will be some basic questions about what kind of business entity you want to create and how much money it makes annually before they’ll assign an EIN number. The entire process should take less than 10 minutes; once you have applied online, wait until you receive confirmation from them (this could take around five days) before proceeding with anything else on this list!
• By phone: You can also call 855-699-3830.

Publish Notice of Your Intent to Form

To form an S corporation in Connecticut, you must publish the notice of your intent to form. This notice must be published in the Connecticut Law Journal, which is a weekly publication printed every Thursday containing legal notices. It also has a website where you can find information about it and how to use it. The publication date is usually one day after Wednesday and before Friday; this means that if you file on Monday, your filing will not appear in the next issue until two weeks later (unless it’s already Thursday).

The notice should include the name of your corporation and its purpose: “to engage in any lawful business or activity for which a corporation may be organized under Connecticut law.” Don’t forget to include all pertinent contact information for communicating with anyone who might need it—including yourself.

File form CT-1120S with the Connecticut Department of Revenue Services

After you’ve made all the necessary preparations, fill out and file form CT-1120S with the Connecticut Department of Revenue Services. Form CT-1120S is an annual tax return for S corporations. The form is due on or before March 15th each year.

The filing fee for this form is $100.00.

Create a Corporate Record Book

Your corporate record book should include a sample copy of your articles and bylaws, as well as any amendments to them. You will also want to keep minutes from all shareholder meetings and resolutions related to major corporate decisions.

Keep your corporate records in one place, such as a fireproof safe or safe deposit box at the bank. Keep copies at home as well, so that you can access them if needed when conducting business or filing taxes for your company in the future.

Create Bylaws and Adopt Shareholder Policies

• Bylaws: The bylaws are the rules that govern how your company is run, including items like how meetings are held, who can vote on important matters and what documents need to be filed. They should include specific language concerning issues like the number of people needed to form a quorum at a meeting and what happens if one or more directors resign.
• Shareholder policies: Shareholder policies cover everything from voting rights to dividends and stock splits. They’re an important part of forming an S corporation because they help protect yourself as a shareholder in case anything goes wrong with other shareholders’ money or property (or even their reputation).

Issue Stock to The Shareholders

Issue stock to the shareholders.

To issue shares of stock, you must file an Articles of Incorporation with the Secretary of State. You will also need to submit a Certificate(s) of Assumed Name and/or Trade Name if you are using a DBA name other than the legal name of your business (e.g., “ABC Company” instead of “Alpha Beta Corporation”).

If it’s necessary for you to issue more shares later on, you can do so by filing an Amended Articles of Incorporation with the Secretary of State. If you want to amend something in your company’s charter that has been filed previously, such as an amendment increasing authorized capital or adding new classes or series within a class, then there is no need to re-submit documentation; simply complete Form CT-12A instead.

Create Meeting Minutes and Agendas

• Create meeting minutes and agendas for board meetings, noting actions taken.
• Keep a record of the board meetings.
• Keep a record of shareholder meetings.
• Keep a record of the stock issued.

Hold Company Meetings and Keep All Records Together

The next step to forming an S corporation is to hold company meetings. You’ll need to hold a meeting at least once a year, with the date and time of each meeting recorded in your corporate record book. These meetings should be held in person; don’t hold them online. Furthermore, at least two shareholders must attend the meeting in person.

If you’re forming an S corporation with only one shareholder involved (for example, if you own a sole proprietorship and want to incorporate), then this isn’t strictly necessary—but we still recommend holding annual meetings even if they don’t count toward anything other than good business practices!

The minutes of your meetings should contain the following information:

• Who was present at each shareholder’s meeting? (You can list this as an attendance roster.)
• The date and time of each shareholder’s meeting? (You can list this as an agenda.)

Conclusion

Putting together the paperwork for your new business is probably the most complicated part of starting up an S corporation in Connecticut. The state requires that you complete and submit a number of forms to begin this process, so be sure you take care with all of them! Once you have completed these tasks and filed everything correctly with the Department of Revenue Services (DRS) – which includes filing form CT-1120S as well as publishing notice of intent – then congratulations! You are now officially an S corporation.