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A Connecticut LLC Operating Agreement assigns a contractual arrangement to identify how an LLC plans to manage itself upon its official organization with the state. The form serves to indicate specifics related to member ownership, duties, and rights to confirm the roles of all involved individuals. The agreement is not obligated to file for organization with the state government, but it can be an effective tool to retain moving forward with company operations for clarification and transparency.
Laws
LLC Statutes – Chapter 613a: Connecticut Uniform Limited Liability Company Act (§ 34-243 – 34-299)
Operating Agreements –§ 34-243d, § 34-243e, § 34-243f
Definitions – “Operating Agreement” means the agreement, whether or not referred to as an operating agreement and whether oral, implied, in a record or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in subsection (a) of section § 34-243d. “Operating Agreement” includes the agreement as amended or restated (§ 34-243a(20)).
Formation – § 34-247
By Type (2)
Multi-Member LLC Operating Agreement – Corroborates an illustrated understanding of how an LLC held by more than one individual will operate.
Download: Adobe PDF, MS Word (.docx)
Single-Member LLC Operating Agreement – Creates a written outline for a company run by one member concerning expectations of how it will be maintained moving forward.
Download: Adobe PDF, MS Word (.docx)
Create an LLC in Connecticut (5 Steps)
When a company wishes to identify as a limited liability company, there are several steps to take to receive legal status formally. The listed arrangements below can be made to ensure an efficient issuance of LLC classification with the state of Connecticut.
- Step 1 – Select a Name for the Company
- Step 2 – Designate a Registered Agent
- Step 3 – File Articles of Organization
- Step 4 – Instate an Operating Agreement for the LLC
- Step 5 – Complete Additional Performances for the Business
Step 1 – Select a Name for the Company
When electing to register an LLC with the state, an official name for the business must be chosen. The designated company name must be different from any existing business names and must also adhere to the specifications put forth by Connecticut Statute § 34-243k. A precursory search of names can be performed using Connecticut’s Business Records Search webpage. Type in the desired company name to determine if it is currently available for use.
Name selection can be obtained upon formation paperwork submission or optionally reserved for one hundred twenty (120) days prior to filing for formation. To apply for advance name reservation, you will need to download, complete an Application for Reservation of Name form, and either send it by mail or hand deliver it to the appropriate address below:
By Mail:
Business Services Division
Connecticut Secretary of State
P.O. Box 150470
Hartford, CT 06115-0470
OR
In-Person:
Business Services Division
Connecticut Secretary of State
165 Capitol Avenue, Suite 1000
Hartford, CT 06106
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- Fees: Reservation applications must be accompanied by a $60 fee by check made payable to the “secretary of State”.
Step 2 – Designate a Registered Agent
All registered businesses are obligated to nominate an individual or business entity to serve as an official registered agent of the company. The associated duties of the agent will be to receive mail and on behalf of the LLC should there be any legal notifications related to the company. Registered individuals must be:
- At least eighteen (18) years of age
- A full-time resident of Connecticut
- Available during regular business hours
Businesses that choose to commission a commercial company to take on the role should remember that the entity must either be registered as a company within Connecticut or a foreign entity authorized to do business within the state.
Step 3 – File Articles of Organization
Securing your business status as an LLC will require official registration with the Connecticut Secretary of State’s office. Domestic companies located within Connecticut will need to file for a Certificate of Organization, while companies that reside out-of-state must file a Foreign Registration Statement. The following instructions can aid in filing either online, by mail or in person:
- Online – To issue the filing online, click the link to be redirected to CT.gov. New companies will need to create an account by filling in th requested information as instructed. Once the account is established, you can log in and then complete and submit the electronic form (domestic or foreign) that corresponds to your company’s specific situation.
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- Fees: Total cost for filing comes to $120 and can be remitted by credit or debit card online.
- Mail/In-Person – Download the form associated with your business type:
The application can be printed to complete by hand or filled out electronically and then printed. Affix all necessary signatures to the form as designated on the document and prepare to send or deliver to the appropriate address below:
By Mail:
Business Services Division
Connecticut Secretary of State
P.O. Box 150470
Hartford, CT 06115-0470
OR
In-Person:
Business Services Division
Connecticut Secretary of State
165 Capitol Avenue, Suite 1000
Hartford, CT 06106
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- Fees: Payment for $120 can be issued by check and made out to “The Secretary of State”.
Step 4 – Instate an Operating Agreement for the LLC
While filing for your LLC or shortly after that, it is recommended to furnish an operating agreement for the company to clearly establish goals moving forward. Depending on how many individuals are included as members, the agreement format can be fine-tuned to set parameters and confirm responsibilities for all those involved. Click on the link below that corresponds with your specific LLC to structure a written commitment to denote desired governing parameters of your LLC:
Step 5 – Complete Additional Performances for the Business
Upon an LLCs formation, there are typically supplemental arrangements to be made in order to meet the demands of state and federal requirements. Make sure to look over the following related tasks that may need to be attended to for Connecticut limited liability companies.
- Gain Access to an Individualized Federal Employer Identification Number (FEIN/EIN)
The Internal Revenue Service (IRS) offers US LLCs the ability to apply for a number to be associated with the company, which can be necessary when filing federal taxes. Providing this number can also be required when working with financial institutions and private investors should the business seeks outside funds.
Application can be carried out online by visiting the IRS website and clicking the button that reads “Apply Now”. Follow the instructions to carry out the submission of the electronic form, and receipt of the official EIN will be granted instantly upon proper completion.
- Submit an Annual Report with the State
Connecticut government requires that all LLCs file a report each year to provide updated information on the company. The filing must be received between January 1st and April 1st annually after the first year of initial formation. Filing the report will first require login to your account using the Secretary of State’s website. Once you have accessed your account, proceed to the menu bar and position the mouse over “All Business Services”. The dropdown menu will display a link entitled “File an Annual Report” that you will need to click on. Follow the instructions on the electronic form to finalize and submit the $80 filing fee to successfully complete the filing.
Additional Resources
- Connecticut Secretary of State – Registering Your Business
- Internal Revenue Service – Employer ID Numbers
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