Business Corporation Formation Filing Requirements in Connecticut

At a glance

Requirements one by one

Governing law and filing record

An ordinary Connecticut stock corporation forms under the Connecticut Business Corporation Act by filing a Certificate of Incorporation with the Secretary of the State (§§ 33-635 to -637).

Incorporator and signature

One or more persons may act as incorporators. Before directors are selected or the corporation exists, an incorporator signs the filing and states the signer's name and capacity. A corporate seal, attestation, acknowledgment, and verification are optional rather than mandatory (§ 33-608(f)-(j)).

Name, purpose, and duration

The name must contain an approved corporate word or abbreviation, be distinguishable in the Secretary's records, and not imply an impermissible purpose (§ 33-655(a)-(b)). Every lawful nonbank business is available unless the certificate states a narrower purpose. Duration is perpetual unless the certificate says otherwise (§§ 33-645, 33-647).

Agent, office, and addresses

The certificate states the initial registered office's street and mailing addresses and the registered agent's name. The agent appointment is written and signed by the agent; an individual agent's residence address is included (§ 33-660(a)).

The certificate does not require a principal-office address. The corporation supplies that address in its first report.

Shares, classes, and par value

The certificate states the authorized shares. If it creates classes or series, it states every count and designation and describes preferences, rights, and limitations before issuance. The certificate may authorize the board to classify or reclassify unissued shares, but a certificate of amendment stating the terms must be filed before those shares issue (§§ 33-665 to -666). Par value is optional.

Directors and other disclosures

Initial directors and addresses are optional in the certificate. The formation record instead requires every incorporator's name and address, a valid corporate email, and a NAICS code.

The first report changes the public-disclosure picture within 90 days: it lists all directors and officers with business and residence addresses, the principal office, email, registered agent, and NAICS code. The Secretary may accept a business address instead of a residence address for good cause.

Optional and restricted provisions

The certificate may add purpose, governance and power limits, par value, specified shareholder liability, and terms otherwise permitted in bylaws. It may also contain director-liability, indemnification, and corporate-opportunity provisions, but § 33-636 preserves the listed misconduct exceptions and applies special qualified-director approval to an officer's corporate-opportunity waiver (§ 33-636(b)).

Method, fee, attachments, and effect

Connecticut supports online filing and paper submission. The statute charges $100 for the certificate, including agent appointment, and $150 for the required first report. The current online forms page therefore lists the Certificate of Incorporation workflow at $250 and the standalone Organization and First Report at $150.

Corporate existence begins when the certificate is filed. Section 33-610 expressly excludes a domestic certificate of incorporation from the delayed- effective-date option (§§ 33-610(b), 33-637).

Initial report, publication, and follow-up

Connecticut requires no formation publication. It does require the first annual report no later than 90 days after the certificate is filed. Later reports are due electronically on the anniversary of the first report (§ 33-953).

The first report supplies the principal office and the director/officer roster that do not have to appear in the certificate itself.

Organization, officers, and bylaws

Named initial directors hold the organization meeting. If none are named, the incorporators meet to elect directors and complete organization, or elect a board that does so. The tasks include appointing officers, adopting bylaws, and handling other organization business.

Incorporators may act by unanimous written consent. Connecticut also validates a pre-incorporation organization meeting when the same people could properly have held it after incorporation (§§ 33-639 to -640).

What trips people up

The $100 statutory certificate fee is not the whole current startup filing cost. The mandatory $150 first report is due within 90 days, and the online certificate workflow currently lists $250.

Leaving initial directors out of the certificate does not keep directors and officers off the public record for long. The first report requires the complete roster and their business and residence addresses, subject to the good-cause address substitute.

Statutes and sources

• Conn. Gen. Stat. §§ 33-600, 33-608, 33-610, 33-617, 33-635 to -640, 33-645, 33-647, 33-655, 33-660, 33-665 to -666, and 33-953 — current official Chapter 601 text for formation, shares, fee, effect, organization, and the 90-day first report, accessed August 14, 2026.
• Connecticut Business, Domestic Stock Corporations Forms and Fees — current online and paper routes and live fee presentation, accessed August 14, 2026.