Connecticut: Domestic LLC Formation Filing Requirements

Requirements one by one

Governing law and filing record

Connecticut forms an ordinary domestic LLC through a Certificate of
Organization under Chapter 613a, the Connecticut Uniform Limited Liability
Company Act. One or more organizers deliver the certificate to the Secretary of
the State.

Organizer and signature

Under § 34-243a, an organizer may be an individual or another legal or commercial
entity and need not be a member. Under § 34-247b, at least one organizer signs
the initial certificate; an authorized agent may sign a filed record.

The current form requires the organizer's printed name and signature under the
penalties of false statement. Under § 34-247e, the record states the signer's name and
capacity, if any, but no seal, attestation, acknowledgment, or verification.

Required entity and purpose terms

Under § 34-243k, the certificate states a distinguishable name with an approved
LLC designator.
It does not state a purpose or duration. Under § 34-243g, an ordinary LLC may
have any lawful purpose and has perpetual duration.

Addresses and service fields

The public certificate includes the principal office's physical street address
and a mailing address, which may be a P.O. box. It also names the registered
agent and gives the agent's Connecticut street and mailing addresses.

Under § 34-243n, an individual agent supplies business, Connecticut residence, and Connecticut
mailing addresses. An entity agent supplies its Connecticut business and
mailing addresses. The agent signs acceptance on the certificate.

Management and owner disclosure

Connecticut does not require the certificate to elect member- or manager-
management. Under § 34-255f, member-management is the default unless the
operating agreement uses manager-management language.

The filing nevertheless makes at least one manager or member public. It states
that person's title, business address, and residence address. The Secretary may
accept a business address in place of both addresses for good cause, including a
significant personal-security risk from disclosing the residence address.

Optional and restricted provisions

Section 34-247(c) permits additional statements. They cannot inconsistently
vary the nonwaivable rules in § 34-243d(c), including registered-agent and
Secretary-of-the-State filing requirements, the protected core of loyalty and
care duties, good faith and fair dealing, or liability for bad faith, wilful or
intentional misconduct, or a knowing legal violation.

Filing method, fee, and attachments

The Secretary supports online and paper filing. Under § 34-243u, the
current fee at $120 and
includes the registered-agent appointment. Agent acceptance is completed in the
certificate rather than as an unrelated follow-up filing.

The paper form permits ordinary 8½-by-11-inch attachment pages when more space
is needed. It does not prescribe a separate cover sheet for an ordinary filing.

Formation and effective date

The LLC forms when the Secretary of the State files the Certificate of
Organization. Under § 34-247f, the initial certificate is treated differently from
other filed records: the certificate is effective at filing and does not receive
the general delayed-effective-date option.

A filed record may be withdrawn only before it takes effect. Because the initial
certificate takes effect on filing, that rule does not create a post-filing
window to revoke an already effective formation.

What trips people up

The manager-or-member disclosure is not a management election. A filer lists at
least one person and title publicly even though management structure is set by
the operating agreement and defaults to member-management.

Connecticut requires no formation publication, proof filing, or separate initial
report. Under § 34-247k, the first $80 annual report is a later recurring filing, submitted
online after January 1 and before April 1 of the calendar year following
formation.

Common questions

Can the Certificate of Organization use a delayed effective date?

No. Section 34-247f makes the initial Certificate of Organization effective on
filing; its up-to-90-day delayed-date rules apply to other filed records.

Must every owner be listed?

No. The certificate must identify at least one manager or member, but § 34-247
does not require a complete owner roster or ownership percentages.

Must I reserve the name first?

No. Under § 34-243l, a person may reserve a name for 120 days, but the formation statute does
not make reservation a prerequisite to filing an available compliant name.

Statutes and sources

• Conn. Gen. Stat. §§ 34-243a, 34-243d, 34-243g, 34-243k, and 34-243n —
  organizer, lawful purpose, perpetual duration, name, agent, and nonwaivable
  rules. https://prdext3.cga.ct.gov/2025/pub/chap_613a.htm (accessed July 29,
  2026).
• Conn. Gen. Stat. §§ 34-243u, 34-247, and 34-247b through 34-247g — fee,
  mandatory public fields, signature, filing, and immediate effectiveness.
  https://prdext3.cga.ct.gov/2025/pub/chap_613a.htm (accessed July 29, 2026).
• Conn. Gen. Stat. §§ 34-247k and 34-255f — following-year annual report
  and member-management default.
  https://prdext3.cga.ct.gov/2025/pub/chap_613a.htm (accessed July 29, 2026).
• Connecticut SOTS Certificate of Organization, rev. 12/2025 — current
  paper fields, agent acceptance, false-statement signature, attachments, fee,
  and first annual-report notice.
  https://business.ct.gov/-/media/BusinessOneStop/BSD_Forms/LLC---20211221/CERTIFICATE_OF_ORGANIZATION-fillable.pdf
  (accessed July 29, 2026).
• Connecticut SOTS domestic LLC forms and fees — current online/paper routes
  and $120/$80 fees.
  https://business.ct.gov/knowledge-base/articles/domestic-limited-liability-companies-forms-and-fees
  (accessed July 29, 2026).