What Is an LLC in Connecticut?
Organized under the Connecticut Uniform Limited Liability Company Act (Conn. Gen. Stat. § 34-243 et seq.), a limited liability company is a distinct legal entity that separates the personal assets of its owners, called members, from the obligations of the business. Members face no personal liability for the LLC’s debts solely by virtue of their ownership interest, meaning their financial exposure is generally limited to what they have invested in the company.
Connecticut’s act, effective as of July 1, 2017, gives broad deference to the operating agreement as the primary governing document. The default management structure is member-managed, but the members may designate one or more managers through the operating agreement or the certificate of organization. A single-member LLC is treated as a disregarded entity for federal income tax purposes, while a multi-member LLC is taxed as a partnership; either structure may elect corporate treatment by filing IRS Form 8832.
Connecticut imposes no franchise tax on LLCs. Members report their share of LLC income on their individual Connecticut income tax returns. Multi-member LLCs taxed as partnerships may elect to pay an optional pass-through entity tax at 6.99 percent, with a corresponding credit flowing to each member’s personal return.
Connecticut LLC Name Search
The name chosen for a Connecticut LLC must be distinguishable on the records of the Secretary of the State from every other entity name, reserved name, and registered name currently on file. Conn. Gen. Stat. § 34-243k requires that the name include one of these designators: “limited liability company,” “L.L.C.,” or “LLC.” The statute permits “Limited” to be abbreviated as “Ltd.” and “company” as “Co.” An LLC formed to render professional services must instead use “professional limited liability company,” “P.L.L.C.,” or “PLLC.”
When testing distinguishability, entity-type indicators such as “Corp.,” “Inc.,” “LLP,” and “LLC” are disregarded, so two names identical except for those abbreviations will be treated as the same name. The name may not imply a purpose outside the LLC’s actual scope. Banking and insurance are restricted business types under Conn. Gen. Stat. § 34-243h. An LLC may not be formed for the business of a Connecticut bank, and formation for insurance purposes requires prior approval from the Insurance Commissioner.
The Secretary of the State provides an online Business Records Search to check whether a proposed name is available. To hold a desired name before filing, an organizer may file an Application for Reservation of Name through the Business.CT.gov portal for a fee of $60. Under Conn. Gen. Stat. § 34-243l, the reservation lasts 120 days, is transferable to another person, but is not renewable — a fresh application must be filed once the period expires.
Note: An available result in the online search is not a guarantee of approval. The Secretary of the State makes the final determination when the certificate of organization is processed.
Choosing an LLC Registered Agent in Connecticut
Connecticut law requires every LLC to designate and continuously maintain a registered agent, also referred to as a statutory agent, within the state. The agent serves as the LLC’s designated recipient for service of process, official notices, and legal correspondence. Under Conn. Gen. Stat. § 34-243n, several categories of persons may fill this role:
- Natural person: Must be a resident of Connecticut.
- Domestic entity: A Connecticut corporation, LLC, registered limited liability partnership, or statutory trust.
- Foreign entity: A foreign corporation, foreign LLC, foreign LLP, or foreign statutory trust that has procured authority to transact business in Connecticut.
The LLC itself may serve as its own registered agent once formed and in good standing, but a different agent must be named at initial filing. The registered agent must maintain a physical address in Connecticut where the process can be delivered in person during business hours; a P.O. Box alone is insufficient.
Connecticut does not require a separate agent consent form. Under Conn. Gen. Stat. § 34-243n(a), “the designation of a registered agent is an affirmation of fact by the limited liability company … that the agent has consented to serve as agent.” The organizer’s signature on the certificate of organization constitutes that affirmation. If the LLC fails to maintain a registered agent—for instance, if the agent resigns and no successor is appointed—the Secretary of the State may initiate administrative dissolution under Conn. Gen. Stat. § 34-267g.
LLC Filing Requirements in Connecticut
To bring a Connecticut LLC into existence, an organizer delivers a certificate of organization to the Secretary of the State for filing. Conn. Gen. Stat. § 34-247 authorizes one or more persons to act as organizers. The certificate must include:
- The LLC’s name, with its required designator
- The principal office street address
- The registered agent’s name, business address, and residence address
- Whether the LLC will be member-managed or manager-managed
- The name and address of each organizer
- If manager-managed, the name and address of each initial manager; if member-managed, the name and address of each initial member
Online: The preferred method is to file through the Certificate of Organization portal on Business.CT.gov. The organizer must create or log into a CT.gov account before filing. Online filing provides faster processing, the option to save progress, and eligibility for expedited service. The filing fee is $120, payable by credit card.
By Mail: Download the Certificate of Organization (PDF) and mail it with a check or money order for $120 payable to the Secretary of the State at Business Services Division, P.O. Box 150470, Hartford, CT 06115-0470. Expedited processing is not available for paper filings.
The LLC’s existence begins on the date and time the Secretary of the State accepts the certificate, unless the organizer specifies a delayed effective date under Conn. Gen. Stat. § 34-247f. A delayed effective date may not exceed ninety days after filing.
Annual Report: Each Connecticut LLC must file an annual report online between January 1 and March 31 of each year. The filing fee is $80. Failure to file the annual report may result in administrative dissolution by forfeiture under Conn. Gen. Stat. § 34-267g.
How Much Does it Cost to Create an LLC in Connecticut?
| Cost | Mandatory or Optional | Amount | When It Applies | Official Source |
| Certificate of Organization | Mandatory | $120 | At formation | Domestic LLC Forms and Fees |
| Name Reservation | Optional | $60 | Before formation, if securing a name for 120 days | Domestic LLC Forms and Fees |
| Annual Report | Mandatory | $80 | Each year, January 1 – March 31 | Domestic LLC Forms and Fees |
| Certificate of Amendment | Conditional | $120 | If amending the certificate of organization | Domestic LLC Forms and Fees |
| Change of Agent or Agent’s Address | Conditional | $50 | If the registered agent or the agent’s address changes | Paper Filings – Forms and Fees |
| Change of Business Address | Conditional | $50 | If the principal office address changes | Paper Filings – Forms and Fees |
| Express Certificate of Existence | Optional | $50 | As needed for lenders, banks, or foreign qualification | Paper Filings – Forms and Fees |
| Certificate of Dissolution | Conditional | $0 | When dissolving the LLC | Domestic LLC Forms and Fees |
| Registered Agent (third-party service) | Optional | Varies | If retaining a commercial registered agent | — |
| Sales and Use Tax Permit | Conditional | Varies | If selling taxable goods or services | DRS – Registering with DRS |
LLC Operating Agreement in Connecticut
Connecticut does not require an LLC to file its operating agreement with the Secretary of the State, yet the statute gives this document commanding authority over virtually every aspect of the LLC’s internal governance. Conn. Gen. Stat. § 34-243d provides that the operating agreement governs relations among members, the rights and duties of managers, the company’s activities and affairs, and the procedures for amending the agreement. The act defines “operating agreement” broadly to encompass agreements that are “oral, implied, in a record, or in any combination thereof.”
Where the agreement is silent, Connecticut’s statutory defaults control. The default management structure is member-managed; each member shares the authority to conduct the LLC’s business unless the operating agreement or certificate of organization designates managers. Distributions before dissolution are allocated equally among members under Conn. Gen. Stat. § 34-255c, regardless of each member’s capital contribution, unless the operating agreement provides otherwise. A member may transfer a transferable interest freely, but the transferee does not become a member without the consent specified in Conn. Gen. Stat. § 34-255.
The statute places certain provisions beyond the reach of the operating agreement. Members may not eliminate the obligation of good faith and fair dealing, exonerate anyone from liability for willful misconduct or bad faith, or unreasonably restrict a member’s access to company information. Within those boundaries, the operating agreement can address capital contributions, profit-and-loss sharing, member buyout terms, admission and withdrawal procedures, and dissolution triggers.
Even a sole-member LLC should maintain a written operating agreement. Documenting the boundary between the member’s personal finances and the LLC’s assets strengthens the liability shield and can be critical evidence if a creditor later attempts to “pierce the veil.”
How to Get an EIN for an LLC in Connecticut
The Internal Revenue Service assigns a federal Employer Identification Number, a nine-digit identifier, to LLCs for tax reporting and identification purposes. Connecticut LLCs that employ workers, file federal excise tax returns, or withhold taxes on payments to non-resident aliens must obtain one. Single-member LLCs without employees are not strictly required to have an EIN, but Connecticut’s Department of Revenue Services requires a federal EIN or SSN for all state tax registrations through myconneCT, and most banks require an EIN to open a business account.
- Online: The IRS EIN Online Application delivers the number immediately upon completion. The tool is available Monday through Friday, 7:00 a.m. to 10:00 p.m. Eastern Time. The applicant must hold a valid Taxpayer Identification Number (SSN or ITIN), and the LLC must be located in the United States or a U.S. territory.
- By Fax or Mail: An organizer who cannot use the online tool may complete IRS Form SS-4 and submit it by fax, with a response expected in roughly four business days, or by mail, with processing of approximately four to five weeks. The form requires the name and Taxpayer Identification Number of the LLC’s responsible party, defined as the individual who controls, manages, or directs the entity and its funds and assets.
There is no fee to obtain an EIN.
Registering for State Taxes in Connecticut
Connecticut imposes a personal income tax on residents and on income sourced to the state, which means LLC income flowing through to members is subject to Connecticut income tax on each member’s individual return. The state does not levy a separate franchise tax or mandatory entity-level income tax on default pass-through LLCs. Multi-member LLCs taxed as partnerships may, however, make an irrevocable annual election to pay the optional pass-through entity tax at 6.99 percent, generating a corresponding credit that offsets each member’s individual Connecticut tax liability.
All Connecticut tax registrations—including income tax withholding, sales and use tax, and the pass-through entity election — are handled through myconneCT, the Department of Revenue Services’ online portal. An LLC that sells tangible personal property or taxable services must obtain a Sales and Use Tax Permit before making any sales. Registration requires the LLC’s federal EIN or the sole proprietor’s SSN, the LLC’s NAICS code, and the anticipated start date. The permit must be displayed at each business location.
| Tax Type | Agency | Registration Method | Fee |
| Personal Income Tax (pass-through to members) | Connecticut DRS | Member files individual return via myconneCT | — |
| Pass-Through Entity Tax (optional election) | Connecticut DRS | Election on Form CT-1065/CT-1120SI via myconneCT | — |
| Sales and Use Tax Permit | Connecticut DRS | myconneCT | Registration fee applies |
| Wage Withholding | Connecticut DRS | myconneCT | — |
Note: The myconneCT portal also serves as the filing and payment system for quarterly withholding returns, sales tax returns, and pass-through entity returns once the LLC is operational.
Registering as an Employer in Connecticut
Once a Connecticut LLC begins paying wages, several registration obligations arise at both the state and federal levels. The LLC must secure unemployment insurance coverage, register for income tax withholding, obtain workers’ compensation insurance, and report all new hires within the required timeframe.
Unemployment Insurance: The Connecticut Department of Labor requires all employers of one or more persons to register online through ReEmployCT. Liability generally attaches when an employer pays $1,500 or more in wages during a calendar quarter or employs at least one individual in each of twenty different weeks within the current or preceding calendar year. Questions may be directed to the Employer Status Unit at (860) 263-6550 or dol.status@ct.gov.
Income Tax Withholding: Employers must register as withholding agents through myconneCT and begin remitting withheld Connecticut income tax with each filing period. Businesses already registered for other DRS tax types can add withholding to their existing account.
Workers’ Compensation: Connecticut mandates workers’ compensation coverage for all employers with one or more employees. Coverage is purchased through a commercial insurance carrier; the state does not operate a competitive state fund. The Workers’ Compensation Commission administers the program and offers a coverage verification service for employers and injured employees.
New Hire Reporting: Federal and state law require employers to report each new hire within 20 calendar days of the start date. Reports are submitted through the Connecticut New Hire Reporting Center or by mailing a copy of Form CT-W4 to the Department of Labor.
| Obligation | Agency | Registration Method |
| Unemployment Insurance | Connecticut Department of Labor | ReEmployCT |
| Income Tax Withholding | Connecticut DRS | myconneCT |
| Workers’ Compensation | Workers’ Compensation Commission | Through a commercial insurance carrier |
| New Hire Reporting | Connecticut Department of Labor | CT New Hire Reporting Center |
The LLC must also meet federal employer obligations: filing IRS Form 941 each quarter for payroll taxes, paying FUTA taxes, and completing Form I-9 for every new employee to verify employment eligibility.