Connecticut Certificate of Incorporation

What Is a Connecticut Certificate of Incorporation?

A Connecticut certificate of incorporation is the document you file with the Connecticut Secretary of the State to form a corporation in Connecticut. Connecticut uses this name for what most states call articles of incorporation. It must list the corporation's name, authorized shares, registered office and agent, and each incorporator's name and address. (Conn. Gen. Stat. § 33-636)

These public records outline the basic facts about your corporation, which often include:

• Corporate name
• Principal office address
• Registered agent information
• Initial directors, where the state requires them
• Stock information

When to Use a Connecticut Certificate of Incorporation

A Connecticut certificate of incorporation is essential to establishing a corporation at the state level. Use it to do the following:

• Form a new corporation: This document officially creates your company as a distinct legal entity
• Register with the state: Filing is required to register your corporation with the Connecticut Secretary of the State
• Define company structure: Your certificate outlines the basic structure of your corporation
• Protect personal assets: A properly maintained corporation can help shield personal assets from business liabilities
• Plan your tax approach: Forming a corporation is the first step toward choosing C corporation or S corporation tax treatment
• Comply with state law: Connecticut sets specific requirements for forming a corporation, and your certificate helps you meet them
• Prepare for future growth: Well-drafted formation documents give your business room to expand

Connecticut Certificate of Incorporation Requirements

Connecticut sets its own rules for what your certificate must include, who can sign it, and what else you must file. These are the Connecticut rules to know before you file.

What Must a Connecticut Certificate of Incorporation Include?

Connecticut requires your certificate to include the following:

• A corporate name that meets Connecticut naming rules
• The number of shares the corporation is authorized to issue
• The street and mailing addresses of the initial registered office and the name of the initial registered agent
• The name and address of each incorporator

Connecticut does not require you to name initial directors in your certificate, but you may include them.

Who Can Sign and File a Connecticut Certificate of Incorporation?

One or more persons may act as incorporators of a Connecticut corporation. You file your certificate with the Connecticut Secretary of the State.

Does a Connecticut Corporation Need a Registered Agent?

Connecticut requires your certificate to give the street and mailing addresses of the initial registered office and the name of the registered agent.

These requirements reflect Connecticut's corporation statutes, and some filings may call for more information.