Do I need to register my LLC in Connecticut?

Connecticut draws one line. A foreign entity is a business formed under the laws of another state or a foreign country. If your business was created outside Connecticut, you must register it in Connecticut to do business here.

Three things are firm. First, the penalty clause of the same section sets $300 for each month, a partial month counting, for an LLC that transacts business without registering, and exempts an LLC that registers in the first 90 days (Conn. Gen. Stat. 34-275a(g)). Second, the penalty comes on top of fees and taxes that a registered LLC would have paid, with interest, and the Attorney General has 3 years from the levy to bring proceedings. Third, the Foreign Investigations Unit writes to businesses it finds working in Connecticut without authorization.

Registering costs $120 and then $80 a year, which is $200 through the first report. The penalty for working unregistered runs $300 per month, partial months included, once the window closes, so three months of it is $900 before the back fees and taxes. Those figures are not a legal opinion on whether to register. They are the arithmetic that sits behind the decision.

The 90 days run from the day the LLC first transacted business in Connecticut, and item 5 of the statement asks for that date, as mm/dd/yyyy. An LLC that files inside the 90 days owes no monthly penalty. After day 90, $300 accrues monthly, a partial month counting in full, and the Attorney General has 3 years from the levy to bring proceedings. Once an unregistered business has been working here past day 90, the Foreign Investigations Unit may send it a demand letter, and the penalty is paid from the business's Business.CT.gov account under Foreign Investigation Penalty. That payment option covers business types beyond LLCs: foreign LLPs, LLCs, corporations, LPs and statutory trusts. The statement itself is signed by an authorized official under penalty of false statement.

Registration is followed by duties. An annual report is due each year from January 1 to March 31, at $80 for an LLC. The LLC keeps a Connecticut agent: the Secretary of the State, a resident or a registered business. The statement asks for an entity email and a six-digit NAICS code, and the office treats everything filed with it as public record, which includes each address on the statement. Registering does not make the LLC a Connecticut company; it stays formed where it was created, and a domestic business is one formed under Connecticut law.