Prepared by U.S. Legal Forms, Inc.
Copyright 2016 - U.S. Legal Forms, Inc.
STATE OF CONNECTICUT
PROFESSIONAL CORPORATION
Control Number: CT-00INC2
The contents of this package are as follows:
1. Statutory References
2. Introduction and Law Summary
3. Forms List
4. Notes on Downloading the Forms
5. Notes on Completing the Forms
6. Instructions and Steps
7. Accessories
8. Disclaimer
PROFESSIONAL CORPORATION
for LICENSED PROFESSIONALS
CONNECTICUT
Electronic Version
Statutory References
General Statutes of Connecticut, Chapter 601 (Business Corporations)
http://www.cga.state.ct.us/2003/pub/Chap601.htm
General Statutes of Connecticut, Chapter 594a (Professional Service Corporations)
http://www.cga.state.ct.us/2003/pub/Chap594a.htm
Introduction and Law Summary
A business which engages in the practice of a profession as a professional corporation in the
State of Connecticut is controlled statutorily by GENERAL STATUTES OF CONNECTICUT,
Chapter 601 (Business Corporations) and Chapter 594a (Professional Service Corporations).
Additionally, a professional corporation organized to engage in the practice of a profession is
subject to the rules and regulations of the Connecticut examining/governing board/agency for
that specific profession.
A "professional corporation" is a corporation which is organized for the sole and specific
purpose of rendering professional service and which has as its shareholders only individuals who
themselves are licensed or otherwise legally authorized to render the same professional service
as the corporation.
Any person or group of persons licensed or otherwise legally authorized to render the same
professional services may organize and become a shareholder or shareholders of a professional
corporation for profit for the sole and specific purpose of rendering the same professional
service. Persons licensed to render the same professional services in another jurisdiction shall
not be shareholders, directors or officers of a professional corporation if such persons (1)
unlawfully practice their profession in Connecticut, or (2) direct or control any person licensed to
practice such profession in Connecticut concerning the delivery of professional services or the
exercise of professional judgment.
No corporation may render professional services except through its officers, employees and
agents who are licensed or otherwise legally authorized to render such professional services
within Connecticut. This restriction does not include clerks, secretaries, bookkeepers,
technicians and other assistants who are not usually and ordinarily considered by custom and
practice to be rendering professional services to the public for which a license or other legal
authorization is required.
Practicing as a professional corporation does not abolish, repeal, modify, restrict or limit law
applicable to the professional relationship and liabilities between the person furnishing the
professional services and the person receiving such professional service and to the standards for
professional conduct. Any officer, agent or employee of a corporation shall be personally liable
and accountable only for negligent or wrongful acts or misconduct committed by him, or by any
person under his direct supervision and control, while rendering professional services on behalf
of the corporation to the person for whom such professional services were being rendered. The
personal liability of shareholders of a corporation, in their capacity as shareholders of such
corporation, shall be no greater in any aspect than that of a shareholder-employee of a
corporation. The corporation shall be liable up to the full value of its property for any negligent
or wrongful acts or misconduct committed by any of its officers, agents or employees while they
are engaged on behalf of the corporation in the rendering of professional services.
No corporation organized under this chapter shall engage in any business other than the
rendering of the professional services for which it was specifically incorporated. The
corporation may invest its funds in real estate, mortgages, stocks, bonds or any other type of
investments, and may own real or personal property incident to the rendering of professional
services.
Voting trust agreements restricted. No professional corporation may issue any of its capital stock
or permit the transfer of its capital stock on its books to any one other than a person specified in
§ 33-182c, or the personal representative or estate of a deceased or legally incompetent
shareholder. No shareholder of a corporation organized under this chapter shall enter into a
voting trust agreement or any other type of agreement vesting another person, other than one
specified in § 33-182c, with the authority to exercise the voting power of any or all of his stock.
When the failure of a corporation to comply with this section is brought to the attention of the
office of the Secretary of the State, said secretary forthwith shall certify that fact to the Attorney
General for appropriate action to dissolve the corporation.
The corporate name of a professional corporation must contain the words "professional
corporation" or the abbreviation "P.C.", and must also contain either a word or words
descriptive of the professional service to be rendered by the corporation OR shall contain
the last name of one or more of the present, prospective or former shareholders or of
persons who were associated with a predecessor person, partnership, corporation or other
organization or whose name or names appeared in the name of such predecessor
organization.
Chapter 601 is applicable to a professional corporation except to the extent that any of the
provisions of Chapter 594a are interpreted to be in conflict with the provisions of Chapter 601, in
which event the provisions of Chapter 594a shall take precedence.
A professional corporation may consolidate or merge only with another domestic professional
corporation organized to render the same specific professional service. Merger or consolidation
with any foreign corporation is prohibited.
PRIOR TO FILING THE APPLICATION FOR RESERVATION OF NAME AND/OR
THE CERTIFICATE OF INCORPORATION FORMING A PROFESSIONAL
CORPORATION WHOSE PURPOSE IS TO ENGAGE IN THE PRACTICE OF A
STATE-LICENSED PROFESSION, YOU MUST CONTACT THE CONNECTICUT
STATE BOARD/GOVERNING ENTITY FOR YOUR PROFESSION TO CONFIRM
THAT YOU ARE IN COMPLIANCE WITH ALL OF THE BOARD'S RULES AND
REGULATIONS.
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Forms List
The following forms are available for download with this package.
CT-NAMERESV: Application for Reservation of Entity Name
CT-00INCP: Certificate of Incorporation & “Organization and First Report”
CT-PC-TL: Sample Transmittal Letter
CT-PC-OM: Sample Organizational Minutes
CT-PC-BL: Sample Bylaws
US-IRS-SS-4 : Application for Federal Tax Identification Number & Instructions
US-IRS-2553 : Election of “S” Corporation Status & Instructions
CT-PC-AM : Sample Annual Minutes
CT-PC-CR : Sample Corporate Notices of Meetings, Resolutions, Simple Stock
Ledger & Certificate
Instructions on using the forms are either included with the forms and/or found in the Steps to
Incorporate section, below.
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Notes on Downloading the Forms
In order that we can provide you with the most up to date forms at all times, all forms are located
on our servers for you to down load, complete and print. Downloading instructions are provided
and we will assist if you have any problems.
From the download page, the easiest procedure to download the forms is to right click on the
form links and select “save target as” to save each form to your hard drive.
You will have six days during which you can return to the forms download page to download the
forms again if needed. You are advised to save the forms to your computer as soon as possible
to avoid any problem with the six day limit.
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Notes on Completing the Forms
The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word
(“.doc”) format.
If available in .pdf format, the forms will contain “fillable” blanks which you can type directly
into, and print. However, you can still print the form and fill in with a typewriter or by hand if
you desire.
If available in .doc format, the forms may contain “form fields” created using Microsoft Word.
“Form fields” facilitate completion of the forms using your computer. They do not limit you
ability to print the form “in blank” and complete with a typewriter or by hand. To complete the
forms click on the gray shaded areas and type the information. For the separation agreement
complete the gray shaded areas and also make any other changes or additions to resolve all
issues.
If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then
select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that
resembles a shaded letter “a”. Click in this button and the form fields, if present, will become
visible. If there are no form fields, just type into the document, underlining if necessary, to
complete the form.
Some forms may be “locked” which means that the content of the forms cannot be changed
unless the form is unlocked. You can only fill in the information in the fields. If you need to
make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the
form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU
BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU
HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL
INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu
bar and then selecting “unprotect document”. You may then be prompted to enter a password. If
so, the password is “uslf”. That is uslf in lower case letters without the quotation marks. After
you make the changes relock the document before you begin to complete the fields. After any
required changes relock the form, then click on the first form field and enter the required
information. You will be able to navigate through the document from form field to form field
using your tab key. Tab to a form field and insert your data.
If you experience problems, please let us know.
* * *
Steps to Incorporate
The practice of a state-licensed profession in the State of Connecticut is
controlled, generally, by the statutory mandates set out in the statutes noted above,
in statutes applicable to your profession, and by the rules and regulations
established by the Connecticut Board or other governing entity for your
profession. You should check with your governing entity to determine if there are
any additional rules or regulations promulgated with which you must comply, any
certificate of compliance or licensure you must obtain, etc.
Step 1: See FORM: CT-NAMERESV
APPLICATION FOR RESERVATION OF ENTITY NAME
It is recommended that you reserve a corporate name in order to assure that your
Certificate of Incorporation are not rejected because the name you have selected is
not available.
You may skip this step and go to step 2, but if the corporate name you have
selected is not available, the Certificate of Incorporation will be rejected and
returned to you.
You must type or print the Application for Reservation of Name.
Please note that the “Professional Corporation” is not acknowledged on this
form. But you must use this form and use the proper naming convention as
described below.
The corporate name of a professional corporation must contain the words
"professional corporation" or the abbreviation "P.C.", and must also
contain either a word or words descriptive of the professional service to
be rendered by the corporation OR shall contain the last name of one or
more of the present, prospective or former shareholders or of persons
who were associated with a predecessor person, partnership, corporation
or other organization or whose name or names appeared in the name of
such predecessor organization.
You may call the Secretary of State’s business information line at (860) 509-
6002 to find out whether there is an existing entity on record under a certain
name. This information will not guarantee that a name will be available when
you choose to. A final decision regarding name availability will be made
when the application is submitted for filing. Telephone name searches are
only preliminary and do not guarantee the availability of the name .
A name is reserved for 120 days.
To reserve a corporate name, mail the original and one copy of your
APPLICATION FOR RESERVATION OF NAME along with the filing fee
(make check payable to the Connecticut Secretary of State) , to:
Secretary of State
Commercial Recording Division
30 Trinity Street, Suite 210
Post Office Box 150470
Hartford, CT 06106-0470
Telephone (860) 509-6068
Step 2: See FORM: CT-00INCP
CERTIFICATE OF INCORPORATION & “FIRST REPORT”
This form should be typed or printed in black ink.
As on the Name Reservation form, “Professional Corporation” is not
acknowledged by this form. Use the form anyway, and use the proper naming
conventions.
1. NAME OF CORPORATION: Fill in the corporate name you have reserved.
2. TOTAL NUMBER OF AUTHORIZED SHARES: Provide the total
number of shares the corporation is authorized to issue. Corporations must pay
a minimum franchise tax (see Articles form) for authorizing 20,000 shares at
the time of incorporation. If the number of shares authorized is greater than
20,000, the franchise tax is calculated based on a sliding scale set forth by
statute. If the corporation seeks authority to issue more than one class of
shares, it must clearly designate each class in the block labeled Class and the
corresponding number of authorized shares in each class in the block labeled
Number of shares per class. THIS FORM PROVIDES ONLY FOR THE
AUTHORIZATION AND ISSUANCE OF ONE CLASS OF STOCK -
“COMMON” STOCK.
3. TERMS, LIMITATIONS, RELATIVE RIGHTS AND PREFERENCES
OF EACH CLASS OF SHARES AND SERIES THEREOF PURSUANT TO
CONN. GEN. STAT. SECTION 33-665: There are none provided for in this
form package .
4. APPOINTMENT OF REGISTERED AGENT: The corporation may
appoint either a natural person who is a resident of Connecticut, a Connecticut
corporation or a foreign corporation which has a certificate of authority to
transact business in Connecticut. Please note the following: if the agent being
appointed is a natural person, that person’s business address must be provided
under the heading Business/initial registered office address and their residence
address under the heading Residence address; if the agent appointed is a
corporation, it must provide its principal office address under the
Business/initial registered office address heading; the agent must sign
accepting the appointment in the space provided; the signatory must state the
capacity under which they sign if signing on behalf of a corporation; the
corporation may not appoint itself as its registered agent and; all addresses
must include a street number, street name, city, state, postal code.
5. OTHER PROVISIONS: No “other provisions” are required to be listed.
You may, however, provide additional information if you choose.
6. EXECUTION: The document must be executed by one or more
incorporators, each of whom must provide an address containing a street and
number, city, state and a postal code. The execution constitutes legal
statement under the penalties of false statement that the information provided
in the document is true.
COMPLETE THE “ORGANIZATION & FIRST REPORT” FORM within
30 days of the date on which the corporation holds its organization meeting.
Step 3: Mail the original and one copy of the CERTIFICATE OF INCORPORATION
along with the total filing fee and franchise tax that is due (make check payable to
the Connecticut Secretary of State), to:
Secretary of State
Commercial Recording Division
30 Trinity Street, Suite 210
Post Office Box 150470
Hartford, CT 06106-0470
A cover letter to send with CERTIFICATE OF INCORPORATION is included.
See FORM: CT-PC-TL
SAMPLE TRANSMITTAL LETTER
Step 4: Upon return of the Certificate of Incorporation, conduct an Initial meeting at
which time directors and officers are elected, by-laws are adopted, and other
action is taken.
See FORM: CT-PC-OM
SAMPLE ORGANIZATIONAL MINUTES
See FORM: CT-PC-BL
SAMPLE BY-LAWS
Step 5: See “ORGANIZATON AND FIRST REPORT” included with CT-00INCP
An “Organization and First Report” form must be filed within 30 days of the date
on which the corporation holds its organization meeting.
This form should be typed or printed.
NAME OF CORPORATION: Provide the name of the corporation as it
currently appears on the records of the Secretary of the State.
DATE OF ORGANIZATION MEETING: Provide the month, day and year
on which the organization meeting took place.
ADDRESS OF PRINCIPAL OFFICE: Provide a complete address of the
corporation’s principal office including a number, street, city, state and postal
code. P.O. boxes are only acceptable as additional information.
OFFICERS: Provide the name of all of the corporation’s officers, their titles
and their residence and business addresses. Complete street addresses
including a street number, street name, city, state, postal code and country if
other than the United States are required. Note that P.O. boxes are only
acceptable as additional information.
DIRECTORS: Provide the name of all of the corporation’s directors and their
residence and business addresses. Complete street addresses including a street
number, street name, city, state, postal code and country if other than the
United States are required. Note that P.O. boxes are only acceptable as
additional information.
EXECUTION: The Organization and First Report must be executed by an
authorized official of the corporation. That person must print or type their
name, state the capacity under which they sign and provide an original
signature. The execution constitutes a legal statement under the penalties of
false statement that the information provided in the document is true.
Step 6: Mail the original and one copy of the ORGANIZATION AND FIRST
REPORT along with the filing fee (Make check payable to the Connecticut
Secretary of State), to:
Secretary of State
Commercial Recording Division
30 Trinity Street, Suite 210
Post Office Box 150470
Hartford, CT 06106-0470
Step 7: Apply for a Federal Tax Identification Number. This is done with form IRS-SS-
4. Mail to your regional IRS office.
See Supplemental Form: US-IRS-SS-4
APPLICATION FOR FEDERAL TAX ID & INSTRUCTIONS
Step 8: If you elect Subchapter S status so that the corporation income and losses will
pass to the shareholders, complete and file form 2553 with the Internal Revenue
Service. It is important that this form be filed timely or the corporation will have
to pay the C Corporation tax rate.
See Supplemental Form: US-IRS-2553
ELECTION OF S-CORPORATION STATUS & INSTRUCTIONS
Step 9: Open a Corporate bank account and conduct business.
Step 10: Hold an annual meeting of the directors and shareholders at least once a year to
elect directors and officers for the upcoming year and to take action as needed.
See FORM: CT-PC-AM
SAMPLE ANNUAL MINUTES
General: For your convenience, additional forms are included such as Sample Corporate
Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate.
See Supplemental Form: CT-PC-CR
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Accessories
U. S. Legal Forms, Inc. offers the following corporate accessories:
Corporate Seal:
If you would like to order a corporate seal call U.S. Legal Forms, Inc. at
(601) 825-0382. Engraved with your name: $24.95 plus shipping, or see
http://www.uslegalbookstore.com/officeproducts/
Corporate Books:
See http://www.uslegalbookstore.com/officeproducts/
Imprinted (or blank) Lithographed Stock Certificates:
Preview: http://www.uslegalforms.com/images/cert2.gif
Order for your state: http://www.uslegalforms.com/stock-certificates.htm
* * *
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