Connecticut Foreign Registration › From Delaware
A Delaware LLC working in Connecticut
A Delaware LLC that starts work in Connecticut registers on the Foreign Registration Statement for $120 and still pays Delaware $400 a year, due June 1, so the yearly bill for both states is $480 once the Connecticut $80 annual report is added. The first year, with the statement, is $600.
Delaware and Connecticut side by side
| Topic | Delaware | Connecticut |
|---|---|---|
| Entry filing | Already formed | Foreign Registration Statement, $120 |
| Good standing certificate | $50 from Delaware | No attachment line on the posted paper form |
| Yearly charge | $400 tax, due June 1 | $80 annual report, January 1 to March 31 |
| Cost of being late | $200 penalty | $300 a month if unregistered; dissolution risk if no report |
| Agent | A Delaware registered agent | The Secretary of the State, a resident, or a registered business |
What the Delaware name must look like in Connecticut
Delaware allows several endings for a limited liability company, and Connecticut's form asks for a business designator such as LLC or L.L.C. Copy the Delaware name from the certificate as printed, punctuation and all. Where Connecticut cannot take the name, item 2 holds the alternate. Do not use item 2 merely to shorten a long name, since the form reserves it for a name that is unavailable.
The two seasons
Delaware bills in late spring. Connecticut asks in winter. A Delaware LLC with Connecticut activity therefore has a tax due on June 1 and a report due by March 31. Put both in one calendar. Paying one state does nothing for the other, and a missed Connecticut report can lead to dissolution and a refusal to issue a Connecticut certificate of legal existence, whatever Delaware thinks of the company.
Filling in the Connecticut statement from a Delaware record
Item 1 is the Delaware name with its ending, copied from the certificate. Item 3 says Delaware and item 4 gives the formation date from the Delaware certificate. Item 7 is blank unless Delaware makes the LLC keep an office there. Item 10 needs a Connecticut agent in one of three forms, since the Delaware registered agent cannot serve in Connecticut unless it is also registered with the Connecticut office and has a Connecticut address. Item 11 lists at least one manager or member.
What Connecticut does not ask a Delaware LLC for
The posted Connecticut form does not ask for the Delaware certificate of formation, the operating agreement or a list of Delaware officers. Its items are the name, formation details, the Connecticut dates and addresses, the agent, one manager or member, and a signature. Keep your Delaware papers handy, but do not send them with the statement unless the online screens ask.
Delaware holding companies and operating subsidiaries
Some Delaware LLCs sit above operating companies. Registration is asked entity by entity, so whether the parent must register depends on what the parent does in Connecticut, not on what its subsidiaries do. A holding LLC that does nothing in the state is a different case from the operating LLC that employs people here. Where an operating LLC registers, the Delaware parent's name appears only if it is listed as a member, and every member name on item 11 becomes part of the public record.
Get the Delaware side current first
Connecticut does not ask on its form for proof from Delaware, but a lender or customer later may. Delaware wants its tax by June 1 and charges $200 more for paying late. A Delaware certificate of good standing costs $50. We request the certificate where the filing calls for one and keep a copy in your file.
What a Delaware LLC pays over two winters
Delaware's tax is annual and so is Connecticut's report, so a clean comparison is one year. The yearly cost of staying current in both is $480: $400 to Delaware and $80 to Connecticut. In year one add the $120 statement. If Connecticut is a small part of the business, set those numbers against the cost of forming a Connecticut LLC instead, which is a question for an accountant and a lawyer.
When the Delaware LLC changes
If the LLC changes its Delaware name, Connecticut registers the change by an amendment of the foreign registration, which costs $120. Between reports, a new manager or member is reported by interim notice at $20. A change of agent is $50.
Registering a Delaware LLC in Connecticut
Note the day work began in Connecticut
The 90 days run from it.
Bring Delaware current
The $400 tax should be paid or on its way.
Choose a Connecticut agent
Part A, B or C of item 10.
File the statement
$120 online.
Diary two dates
June 1 for Delaware and March 31 for Connecticut.
Delaware LLC questions
Does registering in Connecticut reduce what Delaware charges?
No. Delaware keeps its $400 tax, due June 1, whatever the LLC does in Connecticut.
Can my Delaware agent be my Connecticut agent?
Only if it is registered with the Connecticut office and has a Connecticut address.
Does the principal office have to be in Connecticut?
No. The state says it need not be a Connecticut address.
Our rate, then the Connecticut fee
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 filingOur 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
- Business.CT.gov, foreign LLC forms and fees
- Connecticut Secretary of the State, Foreign Registration Statement for a limited liability company (PDF)
- Business.CT.gov, foreign annual report forms and fees
- Business.CT.gov, foreign stock corporation forms and fees
- Business.CT.gov, foreign nonstock corporation forms and fees
- Connecticut Secretary of the State, Application for Certificate of Authority, foreign corporation (PDF)
- Delaware Division of Corporations, LLC/LP/GP annual tax
- Delaware Division of Corporations fee schedule (PDF)
- Connecticut General Statutes, chapter 613a (foreign LLCs)
- 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.