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Connecticut Foreign Registration Register in Connecticut

Connecticut Foreign Registration › Penalties

The Connecticut penalty for an unregistered foreign LLC

A foreign LLC that transacts business in Connecticut without registering owes $300 a month, counting a partial month in full, unless it registered within 90 days of starting, plus the fees and taxes a registered LLC would have paid (Conn. Gen. Stat. 34-275a(g)). The Foreign Investigations Unit collects through a demand letter.

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What the monthly penalty adds up to

Months the penalty runsMonthly penalty only
1$300
3$900
6$1,800
12$3,600

The statute counts a part of a month as a whole one. Treat the table as a unit price and not a bill. It leaves out the fees and taxes a registered LLC would have paid, with interest and penalties on them, because those amounts depend on the facts.

The statute, in outline

The penalty clause sits in section 34-275a of the General Statutes. It makes an LLC that transacts business without registration liable for the monthly amount, and it ends the monthly charge for an LLC that registers within 90 days. The Attorney General has 3 years from the levy of fees and penalties to bring proceedings to recover them. Corporations have a parallel clause in section 33-921, at the same $300 monthly rate, and for them the Attorney General may also ask a court to restrain the corporation until what it owes is paid.

A worked example

Take an LLC that began work in Connecticut and let the penalty run for three months. The monthly penalty comes to $900 before back fees, and the registration itself still costs $120. Had the same LLC registered within 90 days of starting, it would have owed no monthly penalty.

The demand letter

The Secretary of the State's Foreign Investigations Unit writes to a business that it finds has transacted business in Connecticut in violation of the General Statutes for more than 90 days. The letter sets out fees and penalties. The unit's page covers foreign LLPs, LLCs, corporations, LPs and statutory trusts alike.

Handling the letter

  1. Read it and date it

    Note when it arrived and what period it covers.

  2. Check the start date

    Compare it with the day the business actually began work in Connecticut.

  3. If you agree, pay online

    Log into Business.CT.gov and choose Foreign Investigation Penalty.

  4. If you disagree, write to the unit

    The unit takes disputes by email. It may ask for an affidavit of facts that could reduce the penalty, or for answers under oath to interrogatories.

  5. Register the business

    File the registration statement. It costs $120 for an LLC.

What the unit may ask for

To dispute fees, the state's page tells the business to email the unit. It adds that the business may be asked to submit an affidavit containing facts that might reduce the penalty, or to respond to interrogatories, which are questions answered under oath. That is the point at which a lawyer is useful, because the answers are sworn.

What registering does and does not fix

The Foreign Investigations Unit writes only once more than 90 days of business have passed. Registration stops the clock. It does not wipe out what has already accrued. If the LLC registers on day 200, the penalty for the months it was unregistered stands, together with the back fees. If it registers on day 60, inside the window, no monthly penalty applies. This is the whole case for filing early: the cost of the filing is $120, and the cost of a late one is measured in multiples of $300.

Consequences beyond the penalty

For a corporation the statute adds the possible restraining order. Whether an unregistered foreign LLC can sue in Connecticut courts depends on the facts.

Penalty questions

How much is the monthly penalty?

$300 a month with partial months counted, for an LLC or a corporation, once the 90-day window has passed.

Who collects it?

The Secretary of the State levies it and the Foreign Investigations Unit writes to the business. The Attorney General can bring proceedings within three years of the levy.

Can I dispute the amount?

Yes, by email to the unit. It may ask for an affidavit or interrogatory answers.

Does registering late cancel the penalty?

It stops the monthly count. It does not erase what has already accrued.

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Our rate, then the Connecticut fee

Connecticut

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+ $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

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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. Connecticut General Statutes, chapter 613a (foreign LLCs)
  8. Business.CT.gov, foreign investigations penalties
  9. Connecticut General Statutes, chapter 601 (foreign corporations)

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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