Connecticut Limited Liability Company Certificate of Organization

Last Revised: August 11, 2019.

About this Form

A certificate of organization form, formerly referred to as the articles of organization, is the document that one must complete and submit to the state to establish the creation of an LLC within Connecticut. It sets forth the name of the proposed company and contact information for its registered agent, among other details. It may include other provisions, provided that they are not inconsistent with state law. The purchased version of this form is guaranteed compliant with the laws of the state of Connecticut. It comes complete with instructions and filing information for creating an LLC within the state.

Accepted Filing Methods

Connecticut accepts the filing of a certificate of organization form via postal mail or electronically via the Secretary of State's online system for e-filing documents. Due to maintenance, this system is not available between the hours of 11PM and 7AM (Eastern) (Monday to Saturday) and all day Sunday.

Name Availability & Requirements

The requirements for naming an LLC within the state are set forth in Conn. Gen. Stat. § 42a-1-101. The name of the LLC must contain the words “limited liability company” or the abbreviation “L.L.C.” or “LLC”. “Limited” may be abbreviated as “Ltd.”, and “company” may be abbreviated as “Co.”. The name must be distinguishable from those of all other entities on file with the state. It may not infringe on any active trademark or service mark registered with the state or the U.S. Patent and Trademark Office. One may search online Connecticut's trademark database and the USPTO's trademark database.

One may determine the availability of a proposed business name for use within the state by querying Connecticut's Business Entity Search database. As a general proposition, the state will consider a proposed business name available if the first two words of the name do not match the first two words of that of any other entity authorized to conduct business within the state.

Required Fees

Connecticut imposes a fee of $120 for the filing of a certificate of organization form. Expedited service is available for an additional $50.

Statutory Authority & Requirements

The statutory authority for an LLC within the state is the Connecticut Uniform Limited Liability Company Act (Conn. Gen. Stat. § 613a-34-243 et seq.).

The statutory requirements for a valid certificate of organization filing are codified in Conn. Gen. Stat. § 613a-34-243. The text of the statutes read as follows:

§ 613a-34-247.  Formation of limited liability company. Certificate of organization.

(a) One or more persons may act as organizers to form a limited liability company by delivering to the Secretary of the State for filing a certificate of organization.
(b) A certificate of organization shall state:
(1) The name of the limited liability company, which shall comply with section 34-243k;
(2) the street address and mailing address of the company's principal office;
(3) the name of a registered agent appointed in compliance with section 34-243n, along with the street address and mailing address in this state of the company's registered agent;
(4) the name, business address and residence address of at least one manager or member of the limited liability company, except that if good cause is shown, the Secretary of the State may accept a business address in lieu of the business and residence addresses of such manager or member, provided, for purposes of this subsection, a showing of good cause shall include, but not be limited to, a showing that public disclosure of the residence address of the manager or member of the limited liability company may expose the personal security of such manager or member to significant risk; and
(5) the electronic mail address, if any, of the limited liability company.
(c) A certificate of organization may contain statements as to matters other than those required by subsection (b) of this section, but may not vary or otherwise affect the provisions specified in subsection (c) of section 34-243d in a manner inconsistent with said section.
(d) A limited liability company is formed on the date and at the time of its filing by the Secretary of the State, as provided in section 34-247e.

§ 613a-34-247b.  Signing of records delivered to Secretary of the State for filing.

(a) A record delivered to the Secretary of the State for filing pursuant to sections 34-243 to 34-283d, inclusive, shall be signed as follows:
(1) Except as provided in subdivisions (2) and (3) of this subsection, a record signed on behalf of a limited liability company shall be signed by a person authorized by the company.
(2) A company's initial certificate of organization shall be signed by at least one person acting as an organizer.
(3) A record delivered on behalf of a dissolved company that has no member shall be signed by the person winding up the company's activities and affairs under subsection (c) of section 34-267a or a person appointed under subsection (d) of section 34-267a to wind up the activities and affairs.
(4) Any other record delivered on behalf of a person to the Secretary of the State for filing shall be signed by that person.
(b) Any record filed under sections 34-243 to 34-283d, inclusive, may be signed by an agent. Whenever any provision of sections 34-243 to 34-283d, inclusive, requires a particular individual to sign a record and the individual is deceased or incompetent, the record may be signed by a legal representative of the individual.
(c) A person that signs a record as an agent or legal representative thereby affirms as a fact that the person is authorized to sign the record.
(d) The Secretary of the State is not required to verify either a signature's authenticity or the authority of the person signing to so commit the limited liability company, and the acceptance of a document by the Secretary of the State shall not therefore serve to validate the veracity of the signature or the signatory.