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Connecticut Foreign Registration Register in Connecticut

Connecticut Foreign Registration › Leaving Connecticut

Leaving Connecticut: the certificate of withdrawal

A foreign corporation that has stopped doing business in Connecticut files the Application for Certificate of Withdrawal online at no charge ($0), and a foreign LLP has a withdrawal of its certificate of authority at the same price. For a registered foreign LLC the state's fee list shows no withdrawal form at all, which is the gap this page explains.

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Withdrawal at a glance

Corporation
Application for Certificate of Withdrawal, $0, online
LLP
Withdrawal of Certificate of Authority, $0, online
LLC
No withdrawal form on the state list for a registered foreign LLC
Meaning
Ending a registration while the business continues to exist where it was formed
Not the same as
Dissolution, which closes a Connecticut-formed business

What withdrawal is, and is not

The Secretary of the State separates two words that people run together. Dissolution is what happens when a Connecticut business is closed. Withdrawal is what a business from another state or country does when it no longer wishes to conduct business in Connecticut but will still exist where it was formed. If your company is a foreign corporation that has finished its Connecticut work, the certificate of withdrawal is the right filing. It ends the registration, not the company.

What the state lists for each entity type

Foreign stock and nonstock corporations both show an Application for Certificate of Withdrawal at $0, filed online. Foreign LLPs show a Withdrawal of Certificate of Authority, also $0. The foreign LLC list is different. It carries a statement of withdrawal only "of pending filed record", at $120, marked as having no form available. That item is for pulling back a filing that has not yet been accepted, not for ending a registration that is already in place.

Ending a registration, step by step

  1. Confirm the entity type

    Corporation and LLP have a free withdrawal filing; for an LLC we confirm the filing and its fee when we prepare it.

  2. Check the work is over

    A business still working in Connecticut should stay registered.

  3. File online or tell us

    Corporations and LLPs file through Business.CT.gov; for an LLC, tell us and we confirm the filing.

  4. Keep the confirmation

    The filing receipt belongs in the entity records.

What a registered LLC can do

To close the registration, tell us the LLC's exact name and Connecticut record number, that it has stopped doing business in Connecticut, and the date work ended. We confirm which filing closes the registration and whether an annual report is due first, and we send you the result for the LLC's records.

What it costs to let the record lapse instead

Stopping work is not the same as closing the record. An LLC or corporation that stays registered must keep filing annual reports, $80 for an LLC and $435 for a stock corporation. If a report is not filed, the office may dissolve the business, and a certificate of legal existence cannot be issued while a report is overdue. A withdrawal at $0 costs less than a single missed report would, which is the practical argument for filing it when the work ends.

Withdraw or let it run

File a withdrawalStay registered
Cost this year$0$80 for an LLC, $435 for a stock corporation
Annual reportNot needed once withdrawnDue January 1 to March 31 for LLCs
RecordRegistration endedOpen, with filing duties
Certificate of legal existenceNot applicableOnly while reports are current

Before you withdraw

Check three things. Whether any Connecticut work is still under way, since a business that withdraws and then keeps going has stopped being registered while still doing business. Whether a lawyer or accountant wants to look at final tax and employment steps, which the Secretary of the State does not handle. And whether the agent has been told, so that nobody is left holding papers for a company that no longer registered here.

Coming back later

Withdrawal is filed online through Business.CT.gov, and a corporation or LLP pays nothing for it; the certificate of withdrawal is $0 for stock and nonstock corporations alike. A company that withdrew and later returns to Connecticut work registers again: the Foreign Registration Statement for an LLC at $120, or the Application for Certificate of Authority for a corporation. The 90-day window applies to the new start date as it would to any new activity. See the page on who must register.

Withdrawal questions

Does withdrawing a corporation close it?

No. It ends the Connecticut registration. The corporation continues where it was formed.

How much does the certificate of withdrawal cost?

Nothing. The state lists it at $0.

Can an LLC file the same certificate?

The state list shows it for corporations and LLPs only. For an LLC, tell us and we confirm the filing.

Do I file a final annual report first?

Ask us before you file. We confirm the current requirement when we prepare your filing.

Ask us about leaving Connecticut

Our rate, then the Connecticut fee

Connecticut

Register in Connecticut

+ $120 Connecticut fee

  • The Foreign Registration Statement, prepared from your answers
  • Proof of existence from the home state, requested where the filing calls for it
  • A Connecticut registered agent: ours, or one you already have
  • The filing and the date your annual report window opens
  • Renewal: after the first year, the agent service renews at $149 a year

$199

Start my Connecticut filing

Our rate and the state fee are separate lines at checkout. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.

Sources

  1. Business.CT.gov, foreign LLC forms and fees
  2. Connecticut Secretary of the State, Foreign Registration Statement for a limited liability company (PDF)
  3. Business.CT.gov, foreign annual report forms and fees
  4. Business.CT.gov, foreign stock corporation forms and fees
  5. Business.CT.gov, foreign nonstock corporation forms and fees
  6. Connecticut Secretary of the State, Application for Certificate of Authority, foreign corporation (PDF)
  7. Business.CT.gov, foreign limited liability partnership forms and fees
  8. Business.CT.gov, dissolution versus withdrawal
  9. Connecticut General Statutes, chapter 613a (foreign LLCs)
  10. Business.CT.gov, foreign investigations penalties

Already working in Connecticut?

Tell us when the LLC started. We check it against the 90-day window when we prepare the filing.

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