Nonprofit Corporation Formation Filing in Connecticut
At a glance
| Governing act and filing office | Connecticut Revised Nonstock Corporation Act, §§ 33-1000–1290; Secretary of the State (§§ 33-1000, 33-1025) |
|---|---|
| Incorporator and filing document | One or more persons deliver certificate of incorporation; certificate gives each incorporator name and address (§§ 33-1025, 33-1026(a)(5)) |
| Name and purpose | Certificate states name with corporation/incorporated/company or abbreviation and nature of activities or purposes; general lawful-activity purpose sufficient (§§ 33-1026(a)(1), (6), 33-1045(a)) |
| Member and entity-type statement | Certificate states nonprofit, no shares or distributions, and whether members exist; names membership classes if any, and expressly states no members or only nonvoting members where applicable (§§ 33-1026(a)(2)–(3), 33-1055) |
| Initial directors and selection | Initial-director names/addresses may appear in certificate; incorporators can select directors afterward (§§ 33-1026(b)(1), 33-1029) |
| Registered office and agent | Certificate gives initial registered-office street address and agent name; agent must be eligible under § 33-1050(a), with signed written appointment and residence address if an individual (§§ 33-1026(a)(4), 33-1050(a)) |
| Signatures and agent acceptance | Incorporator signs before directors selected, with name and capacity; separate written agent appointment signed by agent (§§ 33-1004(f)–(g), 33-1050(a)) |
| Filing fee | Current Connecticut business portal charges $50 for certificate of incorporation; published 2025 § 33-1013(a)(3) says $20 including agent appointment (fee-source discrepancy) |
| When existence begins | Existence begins when certificate filed; same-day effective time can be specified; § 33-1006(b) excludes domestic certificate from delayed effective dates (§§ 33-1027(a), 33-1006(a)–(b)) |
Requirements one by one
Certificate and purposes
One or more persons deliver a certificate of incorporation to the Secretary of the State (§ 33-1025). The certificate names each incorporator with an address, states the corporate name and purposes, and gives the corporation's valid email address (§ 33-1026(a)). Section 33-1045(a) requires a corporation, incorporated, or company designator or recognized equivalent (§ 33-1045). A general lawful-activity purpose is sufficient (§ 33-1026(a)(6)).
Nonstock status and members
The certificate states that the corporation is nonprofit, will have no shares of stock, and will make no distributions (§ 33-1026(a)(2)). It states whether there will be members. If there are member classes, their designations go in the certificate; qualification, election, and rights terms may be in the certificate or bylaws (§§ 33-1026(a)(3), 33-1055). A corporation with no members, or only members without voting rights, says so in the certificate (§ 33-1055).
Directors, agent, and signatures
Initial directors' names and addresses are optional in the certificate (§ 33-1026(b)(1)); if omitted, the incorporators elect directors at an organizational meeting (§ 33-1029). The certificate identifies the initial registered office by street address and its agent (§ 33-1026(a)(4)). The agent's written appointment must be signed by the agent, and an individual agent's residence address must be included (§ 33-1050(a)). The incorporator signs the formation document before directors are selected and gives a name and capacity with the signature (§ 33-1004(f)–(g)).
Fee and effective existence
The current state business fee table lists $50 for a domestic nonstock certificate of incorporation. The published 2025 statutory compilation says $20, including registered-agent appointment (§ 33-1013(a)(3)); confirm the payable amount with the filing office because these official sources differ. Corporate existence begins when the certificate is filed (§ 33-1027(a)). A same-day effective time may be specified; the domestic certificate is excluded from the delayed-date option (§ 33-1006(a)–(b)).
What trips people up
The Act requires the members/no-members declaration and a valid email address in the certificate (§ 33-1026(a)). A named agent signs the written appointment (§ 33-1050(a)). The statutory fee and the current business portal's listed fee differ, so filers should check the filing portal's amount before paying.
Statutes and sources
Verbatim excerpts of the official Connecticut General Statutes appear above with source URLs and access dates. The current state business fee table is linked in the fee section.
Source links
Every statute quoted above, linked, with the date we checked it.
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