Articles of Organization LLC Connecticut

What Are Connecticut Articles of Organization?

In Connecticut, the Articles of Organization are a legal document required to officially form a Limited Liability Company (LLC) in the state. The official state-specific filing name for this document is the "Certificate of Organization." This document is filed with the Connecticut Secretary of the State and serves to provide essential information about the LLC, such as its name, address, and management structure. Filing the Certificate of Organization is a crucial step in establishing the LLC as a recognized legal entity in Connecticut. While the Certificate of Organization sets up the LLC's legal existence, an Operating Agreement is used internally to govern the LLC's operations and management.

Are Connecticut Articles of Organization Required?

Yes, filing the Connecticut Articles of Organization is legally required to form an LLC in the state. Without filing this document, an LLC cannot be legally recognized, which means it cannot conduct business, enter into contracts, or benefit from the liability protections typically afforded to LLCs. The formation and regulation of LLCs are governed by state law, and compliance with these requirements is essential for legal operation.

Information Required in Connecticut Articles of Organization

Name Requirements

In Connecticut, an LLC's name must be distinguishable from other business entities registered in the state. The name must include the words "Limited Liability Company" or the abbreviations "LLC" or "L.L.C." to clearly indicate its business structure.

Connecticut Registered Agent and Registered Office

Connecticut requires every LLC to appoint a registered agent, who must have a physical address in the state (not a P.O. Box). The registered agent is responsible for receiving legal documents and official correspondence on behalf of the LLC. The agent must consent to this role, ensuring they are available during regular business hours.

Management Structure

Connecticut recognizes two management structures for LLCs: member-managed and manager-managed. In a member-managed LLC, all members participate in the decision-making process. In a manager-managed LLC, designated managers handle the day-to-day operations. The choice of management structure affects authority and must be specified in the Articles of Organization.

Organizer Information

The organizer is the individual or entity responsible for filing the Articles of Organization. The organizer does not need to be an owner or manager of the LLC. Their role is to ensure the document is completed and submitted correctly to the state.

Purpose Statement

Connecticut allows LLCs to include a general purpose statement, which provides flexibility in business operations. However, businesses may choose to include a specific purpose if they wish to define their activities more narrowly.

Certificate of Formation Effective Date

In Connecticut, the Certificate of Organization becomes effective immediately upon filing unless a future effective date is specified. This allows businesses to plan their start date according to their operational needs.

How to File Connecticut Articles of Organization

Online

The online filing process is conducted through the Connecticut Secretary of the State's official business filing system. Online filing is often faster and more convenient, allowing for quicker processing and confirmation.

Mail

To file by mail, businesses must complete the appropriate state form and send it to the Connecticut Secretary of the State. Mailed filings typically take longer to process compared to online submissions.

Connecticut Articles of Organization Filing Fee

The filing fee for submitting the Connecticut Articles of Organization is $120. This fee is paid to the Connecticut Secretary of the State at the time of submission.

What Happens After Filing Connecticut Articles of Organization?

Once the Articles of Organization are approved, the LLC is legally formed and can apply for an Employer Identification Number (EIN) from the IRS. The LLC can then set up a business bank account and adopt an Operating Agreement to outline its internal governance. Connecticut issues a physical certificate of formation, and certified copies can be requested if needed. Ongoing compliance with state requirements, such as annual reports, is necessary to maintain good standing.

Common Mistakes When Filing Connecticut Articles of Organization

Common mistakes include providing incorrect registered agent details, selecting the wrong management structure, and confusing the Articles of Organization with an Operating Agreement. Ensuring accuracy in these areas is crucial to avoid delays and ensure proper legal formation.