How to Form S-Corp in Connecticut

Quick Answer

To form an S-Corp in Connecticut, you must first incorporate as a regular C-Corporation with the Connecticut Secretary of State, then elect S-Corporation tax status with the IRS using Form 2553. As of April 2026, Connecticut does not impose a franchise tax on corporations, and the state income tax rate ranges from 3-6.99% depending on income level.

Step-by-Step Formation Process

1. Choose and Reserve Your Corporate Name

   • Search name availability on the Connecticut Secretary of State website
   • Ensure the name includes “Corporation,” “Incorporated,” “Corp.,” or “Inc.”
   • Reserve the name if needed while preparing other documents

2. File Certificate of Incorporation

   • Complete Form CONCORD-1 (Certificate of Incorporation)
   • Submit to Connecticut Secretary of State
   • Include required information: corporate name, registered agent, authorized shares, incorporator details
   • Contact the Secretary of State for current filing fees and processing times

3. Obtain Federal Employer Identification Number (EIN)

   • Apply online at IRS.gov or file Form SS-4
   • Required for tax filings and opening business bank accounts
   • Free when applied for directly with the IRS

4. File Form 2553 for S-Corporation Election

   • Submit IRS Form 2553 within 75 days of incorporation
   • All shareholders must sign the election form
   • Ensures pass-through taxation treatment

5. Create Corporate Bylaws

   • Draft internal governing documents
   • Define shareholder rights, board procedures, and corporate operations
   • Not filed with the state but required for corporate compliance

6. Hold Initial Board of Directors Meeting

   • Adopt bylaws, elect officers, authorize share issuance
   • Document decisions in corporate minutes
   • Establish corporate record-keeping procedures

7. Issue Stock Certificates

   • Issue shares to initial shareholders according to ownership agreements
   • Maintain detailed stock transfer records
   • Ensure compliance with securities laws

Costs Breakdown

Since specific fee data is not available in the provided information, contact the Connecticut Secretary of State for current filing fees and costs. Typical expenses for S-Corp formation include:

Item	Notes
Certificate of Incorporation	Contact Secretary of State for current fee
Name Reservation (if needed)	Contact Secretary of State for current fee
Registered Agent Service	Optional if you serve as your own
EIN Application	Free when filed directly with IRS
Legal/Professional Fees	Varies by provider

Requirements Checklist

Before filing your Certificate of Incorporation in Connecticut, ensure you have:

• Chosen an available corporate name with required designation
• Identified a Connecticut registered agent with physical address in the state
• Determined authorized share structure and par value
• Listed initial directors (minimum one required)
• Prepared incorporator information
• Confirmed S-Corp eligibility (100 or fewer shareholders, all U.S. persons, one class of stock)
• Obtained all required signatures for Form 2553

Tax Implications

Connecticut S-Corporations benefit from pass-through taxation, meaning:

Federal Level:

• No corporate income tax on S-Corp profits
• Income, deductions, and credits pass through to shareholders
• Shareholders report their share on personal tax returns

Connecticut State Level:

• As of April 2026, Connecticut’s income tax rate ranges from 3-6.99%
• Connecticut does not impose a franchise tax on corporations
• S-Corp income passes through to shareholders’ Connecticut personal income tax returns
• State sales tax base rate is 6.35% for applicable transactions

Payroll Taxes:

• S-Corp owner-employees must receive reasonable compensation subject to payroll taxes
• Remaining profits distributed as dividends avoid self-employment taxes
• Quarterly payroll tax deposits required if you have employees

Ongoing Obligations

Connecticut S-Corporations must maintain compliance through:

Annual Requirements:

• File Connecticut Form CT-1120SI (S-Corporation Income Tax Return) annually
• Submit federal Form 1120S to the IRS
• Maintain corporate records and meeting minutes
• Contact the Secretary of State for current annual report requirements and fees

Tax Filing Deadlines:

• Federal S-Corp return (Form 1120S) due March 15th
• Connecticut S-Corp return due on the same date as federal return
• Extensions available but taxes owed must be paid by original due date

Corporate Maintenance:

• Hold annual shareholder and board meetings
• Update registered agent information if changes occur
• Maintain separate business bank accounts
• Keep detailed financial records

Registered Agent

Connecticut law requires all corporations to maintain a registered agent with a physical address in the state. The registered agent:

• Receives official state correspondence and legal documents
• Must be available during normal business hours
• Can be an individual Connecticut resident or qualified business entity
• Must maintain a Connecticut street address (P.O. boxes not acceptable)

Options for Registered Agent Service:

• Serve as your own registered agent if you have a Connecticut address
• Designate another individual who meets the requirements
• Hire a professional registered agent service for privacy and reliability

Common Mistakes to Avoid

1. Missing the S-Election Deadline

   • File Form 2553 within 75 days of incorporation to avoid waiting until the next tax year

2. Inadequate Shareholder Documentation

   • Ensure all shareholders sign Form 2553 and understand their tax obligations

3. Violating S-Corp Eligibility Rules

   • Monitor shareholder count (100 maximum) and ensure all are eligible persons

4. Mixing Personal and Business Finances

   • Maintain separate bank accounts and detailed financial records to preserve corporate protection

5. Ignoring Reasonable Compensation Requirements

   • Owner-employees must receive reasonable salary subject to payroll taxes

6. Inadequate Corporate Record-Keeping

   • Maintain corporate minutes, resolutions, and shareholder agreements

7. Failing to Update Registered Agent Information

   • Notify the Secretary of State promptly of any registered agent changes

Related Guides

• How to Form S-Corp in Florida 2026: Complete Step-by-Step Guide
• How to Form S-Corp in New Jersey: 2026 Step-by-Step Guide
• How to Form S-Corp in New York: 2026 Step-by-Step Guide
• How to Form S-Corp in Rhode Island: 2026 Step-by-Step Guide
• How to Form LLC in Connecticut: 2026 Step-by-Step Guide

FAQ

How long does it take to form an S-Corp in Connecticut?

The timeline depends on processing times for the Certificate of Incorporation with the Connecticut Secretary of State. Contact the Secretary of State for current processing times. The S-Corporation election with the IRS typically processes within 60 days of filing Form 2553.

Can I be my own registered agent in Connecticut?

Yes, you can serve as your own registered agent if you have a physical address in Connecticut and are available during normal business hours. However, many business owners prefer hiring a professional service for privacy and reliability.

What’s the difference between forming an LLC and S-Corp in Connecticut?

An S-Corp requires more formalities like board meetings and corporate resolutions, but offers potential payroll tax savings for profitable businesses. LLCs provide more operational flexibility but don’t offer the same payroll tax advantages. Consider consulting with a tax professional to determine the best structure for your situation.

Do I need an attorney to form an S-Corp in Connecticut?

While not legally required, consulting with an attorney or qualified professional is recommended given the complexity of corporate formation and tax elections. They can ensure proper compliance with both state and federal requirements.

Can I convert my existing LLC to an S-Corp in Connecticut?

You cannot directly convert an LLC to a corporation. You would need to form a new corporation and potentially transfer assets from the LLC, which may have tax implications. Consult with a tax professional before making this change.

What happens if I miss the S-Corporation election deadline?

If you miss the 75-day deadline for filing Form 2553, your corporation will be taxed as a C-Corporation for the current tax year. You can file for the following tax year or request relief from the IRS under certain circumstances.

Are there restrictions on S-Corp shareholders in Connecticut?

Yes, S-Corporations can have no more than 100 shareholders, all must be U.S. citizens or residents, and the corporation can issue only one class of stock. Certain trusts and tax-exempt organizations may also qualify as shareholders under specific conditions.

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This article provides general information for educational purposes only and should not be considered legal or tax advice. Business formation requirements and tax implications can be complex and vary based on individual circumstances. Consult with qualified legal and tax professionals for advice specific to your situation.