Start a Connecticut S Corp

1. Choose a Business Name

Your business name must be different from all other registered Connecticut businesses. Your name will identify to your consumer who you are and how the owners of the business are protected from liability.

When you use our Name Reservation Service, we’ll do the work of running your name against the list of existing businesses and file the paperwork for you. Once you choose a name, you can reserve it with the Secretary of State for 120 days. 

2. Appoint a Registered Agent in Connecticut

Every Connecticut business needs to name a registered agent. The registered agent will receive service of process and other notices on behalf of the business. You can be your company’s registered agent, or you may choose an individual or company set up for this purpose. The agent must have an address in Connecticut.

Let us handle finding a registered agent when you sign up for our Registered Agent Service.

3. Choose a Director or Managers 

A corporation’s directors and an LLC’s managers or members make governing decisions for the business. A corporation must select appropriate directors and officers, while LLCs can decide to have their members manage the business or hire a manager to do so for them. 

4. File Certificate of Incorporation/Certificate of Organization

Before you can do business in Connecticut, you must register the business with the Secretary of State. If you’re forming a corporation, you’ll file a Certificate of Incorporation.

To form an LLC, you’ll file a Certificate of Organization. Your formation document will include information like your name, the owners’ names and addresses, the business’s registered agent, and the business’s purpose.

5. File Form 2553 to turn the business into an S Corporation

Once your business is registered, the final step of S Corporation formation is to elect S Corp status by filing Form 2553 with the Internal Revenue Service.

To file Form 2553 you should first register with the Internal Revenue Service and obtain a Federal Employer Identification Number (EIN). It can be done by applying on the IRS website directly or by using ZenBusiness’s streamlined EIN service. (Note: You’ll also need an EIN to open a business bank account.)

The state of Connecticut also requires new business entities to register with the Connecticut Department of Revenue Services by using Form REG-1, Business Taxes Registration Application.

If you formed a corporation, once the IRS accepts your S Corp election, you’re finished forming your S Corp. An LLC must first elect corporate taxation and then File Form 2553 to elect S Corp treatment.

S Corporation requirements and limitations

Before you file Form 2553, you must ensure that your business will meet the IRS requirements for S Corp status. To elect S Corp status, your business must have:

• Fewer than 100 shareholders
• Owners who are individuals, estates, or trusts (not other businesses)
• Owners who are U.S. residents (no non-resident alien owners)
• Only one class of stock (same voting rights and interest)

Your business must continue to meet these requirements to maintain its S Corp status. If you want to elect S Corp status, you must submit Form 2553 within two months and 15 days of the start of the year (or any time during the previous year). 

Pros and Cons of creating an S Corporation

The choice to make the S Corp election depends on your individual circumstances. Consider these pros and cons:

Pros of S Corp election

Forming a corporation or LLC and then electing S Corp status helps you protect your assets with built-in liability protections. With S Corp status, you get pass-through taxation and tax-favorable characterization of income, regardless of your business structure. Also, S Corp status allows your business to use the cash method of accounting.

Cons of S Corp election

Electing S Corp status means some extra paperwork and expenses during formation and maintenance. You’ll need to continue to meet the tight tax qualification obligations and stock ownership restrictions to maintain your S Corp status. Because the IRS has such tight rules, the IRS may have closer scrutiny over your tax returns, and you’ll have less flexibility in allocating income and loss.

What to know before creating an S Corporation in Connecticut

The IRS classifies business corporations by default rules unless you elect a different status using Form 2553. By default, corporations (known as “C Corps”) are subject to “double taxation.” C Corps pay corporate income taxes and then shareholders must pay a personal income tax on their distributions from corporate income.

What is an S Corporation?

S Corporations are basically small business corporations that have limited corporation shareholders but aren’t subject to corporate double taxation. 

The IRS considers an S Corp a pass-through entity. Owners report the business profits and losses on their individual returns. In addition, S Corp owners pay employment taxes on their salaries rather than the self-employment tax. Finally, the S Corp must pay the business entity tax (BET) on its Connecticut S Corporation tax return each year. S Corps pay the BET instead of the corporate business tax.

What’s the difference between an S Corporation and a C Corporation?

The main difference between an S Corp and a C Corp is the taxation method (corporate vs. “pass-through” taxation), although S Corps are limited by other IRS requirements, such as limited shareholders. The owners of “pass-through entities” pay personal income tax on the business’s profits and losses on their individual income taxes, whereas traditional C Corps pay corporate business taxes.

What are the requirements to create an S Corporation? 

To create an S Corporation, you have to form a business that falls within the limitations identified above. Then, you’ll need to file Form 2553 with the IRS within the timeframes listed above. 

Can LLCs choose an S Corporation election?

Yes, LLCs can make an S Corp election, and they often do. By default, the IRS taxes LLCs as a sole proprietorship or disregarded entity (one member) or general partnership (multiple members). Electing S Corp status does not change the business structure, only the tax requirements.

The owners of an LLC may want to elect S Corp status to avoid self-employment tax liability. When you elect S Corp status, you must pay yourself a reasonable salary, on which you will pay employment taxes rather than the self-employment tax at tax time. We’ve put together a page on LLC tax information if you want to learn more.

We can help

If forming Connecticut S Corporation sounds like a good fit for your business, we can help! When you’re ready to start your business, let us help you form your Connecticut LLC or Connecticut corporation. Then, see how we can help your keep your business compliant and give it the tools to grow by checking out our full range of products and services.