Connecticut LLC add member
Connecticut LLCs can add business partners and spouses as members to their LLC. This can be accomplished by updating the Connecticut Secretary of State in a series of steps.
What is an LLC?
Limited Liability Company
LLC is a business entity in the U.S that provides limited liability to its members. It has characteristics from both corporation and sole proprietorship. LLCs are permitted under State statutes of each US state.
Limited liability
Personal assets are protected for people with limited liability when they are sued.
Corporation
A business entity that can issue shares and give limited liability to shareholders.
Members
Owners of an LLC are referred to as members. They own membership interest in the LLC.
Sole proprietorship
Where an individual engages in business activity without formal organization.
Types of LLC
Depends on the number of members and whether it has elected to change its IRS classification.
Single-member LLC
Has only a single member. IRS considers it as a sole proprietorship for tax purposes.
LLC as C-corp
Owners of an LLC are referred to as members. They own membership interest in the LLC.
Multi-member LLC
Has two members. IRS considers it as a partnership for tax purposes.
LLC as S-corp
A special election for a maximum of 100 US shareholders.
Action
Here are step-by-step instructions:
How to add a Connecticut LLC member?
Follow these 7 steps:
1. Check your operating agreement
If you have an operating agreement, check the procedure for adding a new member. Follow the voting and transfer procedures accordingly.
2. Default Connecticut provisions
If you do not have an operating agreement, you will have to follow Connecticut's default rules as mentioned in Connecticut General Statute § 34-255
According to the default provisions, all the existing members of the LLC must give an affirmative vote or consent to add a new member.
3. File an interim notice of change of manager/member
You can update the changes in the members by filing an interim notice of change of manager/member
Address
COMMERCIAL RECORDING DIVISION
CONNECTICUT SECRETARY OF THE STATE
P.O. BOX 150470
HARTFORD, CT 06115-0470
4. File Annual report (optional)
Alternatively, if you are within 30 days of your due date of the annual report, you can file this instead of the certificate of amendment.
5. Get EIN if necessary
Some single-member LLCs don’t require an Employer Identification Number (EIN) from the IRS. If you were one of these, now you will require one after you add a new member. If you already had one, you don’t have to do anything now
6. Update the Responsible party with IRS
If you want the new member to be the responsible party with the IRS, then you have to file Form 8822-B with the IRS within 60 days of the change. However, if you’re not changing the responsible party, you don’t have to file this.
Notify within
60 days
7. Update your operating agreement
Amend your operating agreement to include the names and details of the new member.
Certificate of Organization
In Connecticut, Certificate of Organization is the form you file with the Secretary of State to form an LLC. It contains the articles of formation for the LLC.
Filing Certificate of Organization
There are a couple of ways to file
Address
Business Service Division, Connecticut Secretary of the State
P.O. Box 150470
Hartford, CT 06115
Online fee
$120
Online processing time
3 - 5 days
Mailing fee
$120
Mail processing time
3 - 5 days
Operating agreement
Operating agreement is an internal business document that outlines the general rules and policies of the LLC.
Importance
It is not a legally mandatory document. However, it is recommended to have one since many courts, banks and financial institutions use it for verification. It is also nice to clearly outline the duties and relations between multiple members of an LLC—so you avoid any confusion in the future.
Format
There is no ‘required’ format for an operating agreement. You can include anything reasonable in it. In general, it has the following sections:
Basic Business information
Contains name, address, names and details of members, purpose
Member relationship
Contains membership interest, decision making process, powers, duties.
Membership transfer
Contains details on how to add or remove members and managers.
Accounting and tax
Contains details on how company records and distributions are maintained.
Dissolution
How to dissolve, wind up and terminate, due process to follow and exceptions.
Entity name
Every LLC should have a unique name in Connecticut. Connecticut maintains a list of names of entities in the state. Go through it to check if your chosen name is available.
Search for names
Go to the official website of the Connecticut business inquiry search tool to see if the name you want is available.
Searching fee
Free
Reservation
You can reserve a name for your LLC for a specific duration by paying reservation fees to the Connecticut business services. You will have to file your LLC formation documents within this period to keep the name. Alternatively, you can directly go ahead with the LLC formation without any reservation. That's fine too.
Reservation fee
$40
Reservation period
120 days
LLC naming guidelines
The name you choose for your LLC must the official naming guidelines.
GSC §34-102
Visit
Here are some of the guidelines in simple language:
- 1
Shall 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.”."
- 2
Don’t include terms that indicate that you are doing an activity that you are not authorised to do.
- 3
Your name should be ‘distinguishable’ in the Secretary of State records. Adding a punctuation or ‘the’ does not make it distinguishable.
- 4
Don’t use words that makes it seems like you are a governmental entity or has an affiliation.
Frequently asked questions
Business entities in Connecticut
LLC is a flexible choice for small businesses in Connecticut. However, in order to add more investors and external shareholders, C-corporations are better suited than LLCs.
Connecticut LLC
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