Connecticut Certificate of Formation: What to File (2026)

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

Connecticut does not have a document called a "Certificate of Formation." To create a Connecticut LLC, you file a Certificate of Organization with the Connecticut Secretary of the State for a $120 fee at business.ct.gov, under General Statutes Section 34-247. "Certificate of Formation" is simply what Delaware, Texas, and Washington call the same charter document.

Connecticut Uses a Certificate of Organization, Not a Certificate of Formation

If you searched for a "Connecticut Certificate of Formation," you have the right idea but the wrong label for this state. Connecticut's Uniform Limited Liability Company Act - codified at Title 34, Chapter 613a of the General Statutes - creates an LLC through a Certificate of Organization, filed with the Connecticut Secretary of the State. There is no separate Connecticut filing named "Certificate of Formation," and the Secretary of the State does not issue a document by that name. Under General Statutes Section 34-247, delivering and filing the Certificate of Organization is the legal act that brings the LLC into existence - exactly what a Certificate of Formation does in the states that use that term.

The confusion is common because "Certificate of Formation" is the term Delaware, Texas, and Washington use for their LLC formation documents, and national templates and articles often use it generically. For the actual Connecticut filing and full walkthrough, see how to form an LLC in Connecticut. If you were instead expecting "Articles of Organization," see Connecticut Articles of Organization, which explains that term too, and for the national concept see Articles of Organization.

Why the Terminology Differs State to State

Every US state lets you form an LLC, but the states did not coordinate on what to name the formation document. The three common labels all mean the same thing - the charter document you file with the state to create the LLC:

So a "Connecticut Certificate of Formation" is best understood as the Connecticut Certificate of Organization. The distinction matters only for using the correct form and vocabulary when you file - the legal effect is identical. Corporations follow the same pattern with different names: in Connecticut a corporation files a Certificate of Incorporation, while some states call that Articles of Incorporation. The practical takeaway is to match your vocabulary to the state you are filing in. If a bank, lender, or out-of-state form asks a Connecticut LLC for its "Certificate of Formation," supply the filed Certificate of Organization - that is the document they mean. Always start from the Secretary of the State's own Certificate of Organization on business.ct.gov rather than a generic template labeled for another state.

How to Actually Form a Connecticut LLC, Step by Step

Because the real document is the Certificate of Organization, here is the process to form the LLC, each step tied to the Connecticut Uniform Limited Liability Company Act or a federal tax rule.

1. Choose and check your LLC name. Under Section 34-243k, the name must contain "limited liability company," "L.L.C.," or "LLC" and be distinguishable on the records of the Secretary of the State. Search the business registry first, and optionally reserve the name for 120 days for $60 under Section 34-243l. Confirm it does not infringe a federal trademark.
2. Appoint a Connecticut registered agent. Every Connecticut LLC must designate and maintain a registered agent in the state under Section 34-243n, with a Connecticut address, who has consented to serve.
3. File the Certificate of Organization. Submit the certificate to the Connecticut Secretary of the State and pay the $120 filing fee set by Section 34-243u, online at business.ct.gov. Once accepted, your LLC legally exists.
4. Adopt an operating agreement. Connecticut does not require you to file an operating agreement, but Section 34-243d recognizes it as the internal contract that governs the LLC. See operating agreements for what to include.
5. Get an EIN and register for Connecticut taxes. Apply for a free federal EIN from the IRS, register with the Department of Revenue Services, and obtain a Sales and Use Tax Permit for $100 if you sell taxable goods or services.

Then open a business bank account with your stamped Certificate of Organization and EIN, and calendar your first annual report. See the full sequence at how to form an LLC in Connecticut.

Connecticut LLC Filing Fees (2026)

The cost to create the LLC is the $120 Certificate of Organization fee - the "Certificate of Formation" equivalent. The table lists the state fees new LLCs encounter; amounts are effective for 2026 and set by statute under Section 34-243u and Section 12-409.

For a full breakdown of one-time and recurring costs, see how much a Connecticut LLC costs and the national LLC cost guide.

Connecticut Registered Agent Requirement

Whatever you call the formation document, Connecticut requires a registered agent under General Statutes Section 34-243n. Every LLC and every registered foreign LLC must designate and maintain a registered agent in Connecticut, and the designation affirms that the agent has consented to serve. You name the agent directly in the Certificate of Organization. The agent must be a Connecticut resident, a corporation formed under Connecticut law, or another qualifying business entity authorized to do business in the state, with a Connecticut street address where process can be served during business hours. You may act as your own registered agent if you meet the requirement, or hire a commercial service. To change agents later, file a change of agent certificate for $50. See Connecticut registered agent requirements and the national registered agent overview.

What Connecticut Issues as Proof of Formation

Because there is no "Certificate of Formation," people often ask what proof they receive that the LLC exists. When the Secretary of the State accepts your Certificate of Organization, it records the filing on the state's business registry, which you can view any time through the Connecticut business entity search. If you later need official proof of active status - for a bank, a lender, or to register in another state - you order a Certificate of Legal Existence from the Secretary of the State for a fee. That certificate, not a "certificate of formation," is Connecticut's standard evidence that the LLC exists and is in good standing. Keep your filed Certificate of Organization and, if you order one, the Certificate of Legal Existence with your business records. Another state's Secretary of State will usually require a recent Certificate of Legal Existence before it lets your Connecticut LLC register as a foreign entity there.

After Formation: Taxes, Annual Report, and Closing

A federal EIN from the IRS is free and lets you open a bank account, hire employees, and file taxes. By default the IRS treats a single-member LLC as a disregarded entity and a multi-member LLC as a partnership; either can elect S-corporation treatment. Connecticut has a state personal income tax that pass-through profits flow to, plus a pass-through entity tax through the Department of Revenue Services. If you sell taxable goods or services, obtain a Sales and Use Tax Permit for $100 under Section 12-409. Every Connecticut LLC must also file an $80 annual report with the Secretary of the State between January 1 and March 31 each year under Sections 34-247k and 34-243u - the practical deadline is March 31. See the Connecticut annual report guide, business licenses in Connecticut, and, to close the LLC, how to dissolve an LLC in Connecticut.

Frequently Asked Questions

Does Connecticut have a Certificate of Formation?

No. Connecticut forms an LLC through a Certificate of Organization filed with the Secretary of the State under Section 34-247. Certificate of Formation is the term used in states like Delaware, Texas, and Washington.

What document forms a Connecticut LLC?

The Certificate of Organization, filed with the Connecticut Secretary of the State for $120 at business.ct.gov. Corporations instead file a Certificate of Incorporation.

How much does it cost to form a Connecticut LLC?

The Secretary of the State charges $120 to file the Certificate of Organization under Section 34-243u. Each LLC then files an $80 annual report every year between January 1 and March 31.

Is a Certificate of Formation the same as a Certificate of Organization?

Functionally yes - two names for the document that creates an LLC. Connecticut calls it a Certificate of Organization; Delaware, Texas, and Washington call it a Certificate of Formation.

What proof do I get that my Connecticut LLC exists?

The Secretary of the State records your Certificate of Organization. For official proof of active status, order a Certificate of Legal Existence from the state for a fee.

Related

• How to form an LLC (cluster hub)
• Connecticut Articles of Organization (term explained)
• How to form an LLC in Connecticut
• Connecticut registered agent requirements
• Connecticut annual report
• How much does a Connecticut LLC cost?
• Connecticut operating agreement
• How to dissolve an LLC in Connecticut
• Washington Certificate of Formation (a state that uses the term)
• How to get an EIN

Sources

1. Connecticut General Statutes - § 34-247, Formation of limited liability company; certificate of organization.
2. Connecticut General Statutes - § 34-243u, Fees payable to Secretary of the State ($120 certificate of organization; $80 annual report; $60 name reservation; $50 change of agent).
3. Connecticut General Statutes - § 34-243k, Permitted name.
4. Connecticut General Statutes - § 34-243l, Reservation of name ($60, 120 days).
5. Connecticut General Statutes - § 34-243n, Registered agent.
6. Connecticut General Statutes - § 34-243d, Operating agreement.
7. Connecticut General Statutes - § 34-247k, Annual report (Jan 1–Apr 1 filing window; $80 fee).
8. Connecticut General Statutes - § 34-267a, Winding up; certificate of dissolution.
9. Connecticut General Statutes - § 12-409, Sales and use tax permit ($100 permit fee).
10. Connecticut Secretary of the State - business.ct.gov online business services portal.
11. IRS - Limited Liability Company (LLC) (federal default classification).
12. IRS - Get an Employer Identification Number (free EIN).
13. Cornell Law School LII - 26 CFR § 301.7701-3, Entity classification election.

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws, fees, and deadlines change; verify current requirements with the Connecticut Secretary of the State and the Connecticut Department of Revenue Services before acting.