# Connecticut: benefit corporation guide
Reviewed 2026-10-11 · Compared form: Benefit corporation

Educational guide to selected statutes and agency guidance, not every court decision or a company-specific legal/tax opinion.

Balanced score: 67 / 100

## Comparison baseline
A small, active, private stock C corporation, after its first tax year, using the lowest capital/receipts/share-count tier, no taxable income or taxable alternative-minimum base, and ordinary online filings where available. It operates in the state being compared. Yearly costs include registry reports and the identified minimum state tax/license charge; multi-year charges are annualized. Variable income, receipts, sales, payroll and local taxes, agents and one-time formation costs are additional.

## Benefit company option
Usual rule: The usual benefit-corporation model is a for-profit stock company with a public-benefit purpose. Washington uses a related social-purpose form; eight states have no identified dedicated for-profit benefit form.

This state: General public benefit required; specific charter benefits optional and cannot limit the general obligation.

Why it differs: Connecticut offers Benefit corporation.

### Benefit company option
Score: 20
Connecticut offers Benefit corporation. The benefit option receives the full form credit.
- [§33-1357](https://www.cga.ct.gov/current/pub/chap_604.htm)

## Personal protections
Usual rule: The common starting point is a director protection clause that must be added to the charter. Many states do not extend that ordinary clause to officers. Exceptions, eligible people and covered claims differ.

This state: Charter may cap director damages no lower than compensation received in the year of violation. Excludes knowing culpable law violations, improper economic gain, conscious bad-faith disregard of serious-injury risk, sustained abdication/inattention, and unlawful distributions; no officer clause. Benefit-specific rule: Corporation cannot owe monetary damages for missing public-benefit creation. Directors/officers receive compliant-duty and mission-failure damages protection; beneficiary status alone creates no duty.

Why it differs: Connecticut keeps this ordinary shield limited to directors; the charter must elect the ordinary protection. Ordinary director damages cap retains at least one year’s compensation.

### Protection for board members
Score: 6
Connecticut has an identified director monetary-protection provision in the compared scope, which earns this credit. Charter may cap director damages no lower than compensation received in the year of violation. Excludes knowing culpable law violations, improper economic gain, conscious bad-faith disregard of serious-injury risk, sustained abdication/inattention, and unlawful distributions; no officer clause.
- [§33-636(b)(4)](https://www.cga.ct.gov/current/pub/chap_601.htm)

### Protection for company officers
Score: 0
Connecticut does not extend the scored ordinary charter shield to officers acting only as officers, so no officer credit is awarded. Separate indemnification or insurance may still matter.
- [§33-636(b)(4)](https://www.cga.ct.gov/current/pub/chap_601.htm)

### Protection without extra setup
Score: 0
Connecticut requires an elected charter provision for the scored ordinary protection; it gets no automatic-coverage credit. The clause must actually be put in the charter to help.
- [§33-636(b)(4)](https://www.cga.ct.gov/current/pub/chap_601.htm)

### Protection when a benefit goal is missed
Score: 2
Connecticut earns the benefit-specific credit for company. Corporation cannot owe monetary damages for missing public-benefit creation. Directors/officers receive compliant-duty and mission-failure damages protection; beneficiary status alone creates no duty.
- [§§33-1358(c)-(d),33-1360(c)-(d),33-1362(b)](https://www.cga.ct.gov/current/pub/chap_604.htm)

### Board protection for benefit work
Score: 4
Connecticut earns the benefit-specific credit for directors. Corporation cannot owe monetary damages for missing public-benefit creation. Directors/officers receive compliant-duty and mission-failure damages protection; beneficiary status alone creates no duty.
- [§§33-1358(c)-(d),33-1360(c)-(d),33-1362(b)](https://www.cga.ct.gov/current/pub/chap_604.htm)

### Officer protection for benefit work
Score: 4
Connecticut earns the benefit-specific credit for officers. Corporation cannot owe monetary damages for missing public-benefit creation. Directors/officers receive compliant-duty and mission-failure damages protection; beneficiary status alone creates no duty.
- [§§33-1358(c)-(d),33-1360(c)-(d),33-1362(b)](https://www.cga.ct.gov/current/pub/chap_604.htm)

## Less paperwork
Usual rule: The most common benefit model requires an annual report using an outside assessment framework, without a separate state benefit-report filing. An outside framework does not necessarily mean paying for certification.

This state: Annual; each shareholder by earlier of 120 days or other annual report. All reports remain public online; latest free on request if no website. No state filing. Assessment rule: Third-party assessment standard required. No third-party audit or certification required; selecting/changing standard requires prescribed board/shareholder approval.

Why it differs: Connecticut: Annual; Required outside framework; no separate state benefit-report filing. No additional scored benefit-director/report-approval step applies to this private-company scope.

### How often reports are needed
Score: 5
Connecticut: Annual. An annual report gets less ease-of-operation credit than a biennial report or no mandatory report because it must be prepared more often.
- [§33-1364](https://www.cga.ct.gov/current/pub/chap_604.htm)

### Choice of impact framework
Score: 3
Connecticut: Required. Using an outside framework reduces flexibility credit but earns transparency credit.
- [§33-1363](https://www.cga.ct.gov/current/pub/chap_604.htm)

### Extra reports sent to the state
Score: 4
Connecticut: No separate state benefit-report filing. No separate state submission earns the no-extra-filing credit. Preparing, sharing or publishing the report may still be required.
- [§33-1364](https://www.cga.ct.gov/current/pub/chap_604.htm)

### Extra board or approval steps
Score: 3
Connecticut has no additional scored benefit-director/report-approval step for this private-company scope, so it earns the ease-of-operation credit. Public-company rules and other duties may differ.
- [§§33-1358,33-1359](https://www.cga.ct.gov/current/pub/chap_604.htm)
- [§33-1364](https://www.cga.ct.gov/current/pub/chap_604.htm)

## Yearly state costs and taxes
Usual rule: There is no uniform state charge. Compare the recurring report fee together with the minimum state tax or license charge for the stated small-company scenario. A low income-tax rate alone does not show this cost.

This state: Registry reporting: $150 per year on an annualized basis. Minimum tax/license used here: $250. Small active domestic C corporation, regular full year after the first, no taxable profit and sufficiently low capital that the capital-base calculation does not exceed $250. No combined group or special classification is assumed.

Why it differs: Connecticut has a compared recurring floor of $400 per year, including $250 in identified minimum tax/license charges.

### Yearly filings plus minimum state taxes
Score: 3
Connecticut has a compared recurring floor of $400 per year, including $250 in identified minimum tax/license charges. Small active domestic C corporation, regular full year after the first, no taxable profit and sufficiently low capital that the capital-base calculation does not exceed $250. No combined group or special classification is assumed. Lower recurring floors earn more cost credit. Profit/receipts-based taxes and local charges are additional; this is not the whole tax bill.
- [stock-corporation annual report](https://portal.ct.gov/-/media/sots/business-services/bsd-forms/fee-schedule-revised-712020.pdf)
- [§33-1364](https://www.cga.ct.gov/current/pub/chap_604.htm)
- [Corporation business tax](https://portal.ct.gov/drs/corporation-tax/tax-information)
- [Connecticut DRS: corporation tax applicability, income rate, minimum and surtax](https://portal.ct.gov/drs/corporation-tax/tax-information)
- [Connecticut General Assembly: 2026 tax expenditure report, capital-base schedule](https://www.cga.ct.gov/ofa/Documents/year/TER/2026TER-20260202_%20Tax%20Expenditure%20Report%20FY%2026.pdf)
- [Connecticut statute: section 12-219 capital-base phaseout and minimum](https://www.cga.ct.gov/2024/sup/chap_208.htm)

## Becoming a benefit company and changing back
Usual rule: Two-thirds approval is the common benefit-status gate. Some states use ordinary amendment votes, some demand more, and class-by-class voting can give even a small share class a veto.

This state: Becoming a benefit company: two-thirds of each class, including nonvoting. Default two-thirds of each class/series, including otherwise nonvoting shares. After 24 months, unanimous all-class approval can adopt a legacy lock that restricts exit/transactions and sends residual assets to charities or similarly locked benefit corporations. Changing back: two-thirds unless legacy lock

Why it differs: Connecticut entry uses two-thirds of each class, including nonvoting; exit uses two-thirds unless legacy lock. Easier entry helps adoption. Easier exit also scores higher here, although a mission-preservation priority may favor a harder exit.

### Ease of becoming a benefit company
Score: 6
Connecticut: becoming a benefit company requires two-thirds of each class, including nonvoting. Ordinary votes receive more ease-of-change credit than two-thirds; three-quarters, 90% and unanimous gates receive less. Class votes, notice, appraisal and any higher charter requirements remain. Default two-thirds of each class/series, including otherwise nonvoting shares. After 24 months, unanimous all-class approval can adopt a legacy lock that restricts exit/transactions and sends residual assets to charities or similarly locked benefit corporations.
- [§§33-1351(11),33-1354-1356](https://www.cga.ct.gov/current/pub/chap_604.htm)

### Ease of changing status later
Score: 6
Connecticut: changing back requires two-thirds unless legacy lock. Ordinary votes receive more ease-of-change credit than two-thirds; three-quarters, 90% and unanimous gates receive less. Class votes, notice, appraisal and any higher charter requirements remain. Default two-thirds of each class/series, including otherwise nonvoting shares. After 24 months, unanimous all-class approval can adopt a legacy lock that restricts exit/transactions and sends residual assets to charities or similarly locked benefit corporations.
- [§§33-1351(11),33-1354-1356](https://www.cga.ct.gov/current/pub/chap_604.htm)

## Public transparency
Usual rule: Annual reporting, public access, an outside assessment framework and a mandatory mission duty are common. Stronger disclosure can help people check promises while adding work or exposing owner information.

This state: Directors must consider stakeholder effects and mission. Charter can prioritize a specified benefit. Independent benefit director mandatory only for publicly traded corporations; optional for private corporations. Disclosure: Annual; each shareholder by earlier of 120 days or other annual report. All reports remain public online; latest free on request if no website. No state filing. Enforcement: Corporation; derivative holders collectively 5% of class/series at challenged act; 10% equity of parent with majority-owned subsidiary; charter/bylaw designees. Directors do not receive independent standing just by holding office.

Why it differs: Connecticut requires public access to the report. Optional legacy lock materially restricts future sale, exit and dissolution distributions.

### Reports the public can read
Score: 8
Connecticut requires report access for people outside the company, so it earns public-access credit. Annual; each shareholder by earlier of 120 days or other annual report. All reports remain public online; latest free on request if no website. No state filing.
- [§33-1364](https://www.cga.ct.gov/current/pub/chap_604.htm)

### Regular updates on progress
Score: 6
Connecticut: Annual. Annual updates earn more transparency credit than biennial updates; no mandated report earns none.
- [§33-1364](https://www.cga.ct.gov/current/pub/chap_604.htm)

### An outside impact framework
Score: 3
Connecticut: Required. Using an outside framework reduces flexibility credit but earns transparency credit.
- [§33-1363](https://www.cga.ct.gov/current/pub/chap_604.htm)

### A duty to consider the mission
Score: 3
Connecticut makes a mission duty mandatory, so it earns this credit. Directors must consider stakeholder effects and mission. Charter can prioritize a specified benefit. Independent benefit director mandatory only for publicly traded corporations; optional for private corporations.
- [§§33-1358,33-1359](https://www.cga.ct.gov/current/pub/chap_604.htm)

## State taxes
Corporation business tax uses a 7.5% net-income rate. A 10% surtax applies to companies with federal total income of at least $100 million and combined unitary filers; it does not apply to the $250 minimum. The surtax is extended through income years beginning in 2028.
Liability is the larger of the income measure and the capital-base measure, with a $250 minimum. The statutory capital-base rate for an income year beginning in 2026 is 0.16%, capped at $1 million before applicable adjustments; the DRS overview still describes the 2025 rate of 0.21%.
DRS requires returns from corporations carrying on business or having the right to do so in Connecticut. Income generally follows a Connecticut-sales fraction; capital uses an asset-based apportionment fraction, with special industry rules. An operating address in another formation state does not determine Connecticut liability.

## Full reviewed legal topics

### purpose
General public benefit required; specific charter benefits optional and cannot limit the general obligation.

### board
Directors must consider stakeholder effects and mission. Charter can prioritize a specified benefit. Independent benefit director mandatory only for publicly traded corporations; optional for private corporations.

### standard
Third-party assessment standard required. No third-party audit or certification required; selecting/changing standard requires prescribed board/shareholder approval.

### report
Annual; each shareholder by earlier of 120 days or other annual report. All reports remain public online; latest free on request if no website. No state filing.

### enforcement
Corporation; derivative holders collectively 5% of class/series at challenged act; 10% equity of parent with majority-owned subsidiary; charter/bylaw designees. Directors do not receive independent standing just by holding office.

### benefitLiability
Corporation cannot owe monetary damages for missing public-benefit creation. Directors/officers receive compliant-duty and mission-failure damages protection; beneficiary status alone creates no duty.

### ordinaryExculpation
Charter may cap director damages no lower than compensation received in the year of violation. Excludes knowing culpable law violations, improper economic gain, conscious bad-faith disregard of serious-injury risk, sustained abdication/inattention, and unlawful distributions; no officer clause.

### statusChange
Default two-thirds of each class/series, including otherwise nonvoting shares. After 24 months, unanimous all-class approval can adopt a legacy lock that restricts exit/transactions and sends residual assets to charities or similarly locked benefit corporations.

## Costs and conditions

### regularReport
Domestic stock-corporation annual report.

### benefitReport
No state benefit-report filing.

### minimumTax
Corporation business-tax minimum for taxpayers subject to that tax; income/capital bases can be higher and exemptions/tax classification matter.

## Conversion route
Existing domestic stock corporation: use the statute’s charter/articles election process and its board, shareholder, class and notice requirements.
Default two-thirds of each class/series, including otherwise nonvoting shares. After 24 months, unanimous all-class approval can adopt a legacy lock that restricts exit/transactions and sends residual assets to charities or similarly locked benefit corporations.

## Important distinctions
- Optional legacy lock materially restricts future sale, exit and dissolution distributions.
- 5% direct-company and 10% parent standing differ from 2%/5% states.
- Ordinary director damages cap retains at least one year’s compensation.

## Source qualifications
- Entity-specific tax nexus, exemptions and current capital-base computation not modeled.


## All reviewed official/primary links
- [§33-1357](https://www.cga.ct.gov/current/pub/chap_604.htm)
- [§§33-1358,33-1359](https://www.cga.ct.gov/current/pub/chap_604.htm)
- [§33-1363](https://www.cga.ct.gov/current/pub/chap_604.htm)
- [§33-1364](https://www.cga.ct.gov/current/pub/chap_604.htm)
- [§33-1362(c)](https://www.cga.ct.gov/current/pub/chap_604.htm)
- [§§33-1358(c)-(d),33-1360(c)-(d),33-1362(b)](https://www.cga.ct.gov/current/pub/chap_604.htm)
- [§33-636(b)(4)](https://www.cga.ct.gov/current/pub/chap_601.htm)
- [§§33-1351(11),33-1354-1356](https://www.cga.ct.gov/current/pub/chap_604.htm)
- [stock-corporation annual report](https://portal.ct.gov/-/media/sots/business-services/bsd-forms/fee-schedule-revised-712020.pdf)
- [Corporation business tax](https://portal.ct.gov/drs/corporation-tax/tax-information)
- [Connecticut DRS: corporation tax applicability, income rate, minimum and surtax](https://portal.ct.gov/drs/corporation-tax/tax-information)
- [Connecticut General Assembly: 2026 tax expenditure report, capital-base schedule](https://www.cga.ct.gov/ofa/Documents/year/TER/2026TER-20260202_%20Tax%20Expenditure%20Report%20FY%2026.pdf)
- [Connecticut statute: section 12-219 capital-base phaseout and minimum](https://www.cga.ct.gov/2024/sup/chap_208.htm)