Connecticut Foreign Registration › Full guide
Registering a foreign LLC in Connecticut from first step to last
To register a foreign LLC in Connecticut you file the Foreign Registration Statement online for $120, ideally within 90 days of starting business, and then file an annual report for $80 every year between January 1 and March 31.
Step 1: Confirm that the LLC has to register
Connecticut's rule is short: a business formed outside the state must register in Connecticut to do business here. A business formed under Connecticut law files a formation instead; a foreign one registers. The entity stays formed where it was. The harder question is when the LLC has begun to do business, and the page on who must register covers it. The answer matters because the 90-day window starts on the first day of Connecticut business.
Step 2: Settle the name
Item 1 of the registration statement takes the name spelled as the home state's records spell it, with a business designator such as LLC or L.L.C. If that name is unavailable in Connecticut, item 2 lets the LLC name an alternate to use here, and the office says to complete it only when the item 1 name is not available. A name can also be held for 120 days by an application for registration of name or reservation, for $60, counting the day you file as day one. That helps when you want the name locked while the home-state paperwork and the agent are arranged.
Step 3: Choose the registered agent
Every registered LLC needs a Connecticut agent for service of process. The form's item 10 offers three routes. Part A appoints the Secretary of the State and successors in office. Part B names an individual, who signs to accept and lists business, residence and mailing addresses, every one in the state. Part C names a business, with a signer for it and business and mailing addresses here as well. Connecticut does not allow the LLC to name itself, though a manager or member living in the state can serve. The agent page compares the three.
Step 4: Collect the rest of the facts
Item 3 is the state or country of formation and item 4 the date of formation. Item 5 asks when the LLC started, or will start, working in Connecticut, and that is also the date the 90 days run from. Item 6 gives the principal office, as a street address with no P.O. box, and a mailing address. Item 7 applies only to an LLC that must keep an office in its home state. Item 8 asks for an entity email address, item 9 for a six-digit NAICS code, and item 11 for a manager or member, one at minimum, with business and residence addresses. The principal office does not have to be in Connecticut, and a home address is allowed, although it becomes publicly visible. The signer in item 12 is an authorized official.
Step 5: The home-state certificate
We request a certificate of existence from the LLC's home state where the filing calls for one, and we keep a copy in your file. The twelve items on the posted paper form do not include a line for an attachment, and we confirm whether the online screens ask for one when we prepare your filing. Connecticut's own certificate of legal existence is a different thing: a record of good standing in Connecticut, available once an LLC is registered and its annual report is current.
Step 6: File online and pay
Filing is through a Business.CT.gov account, which the system prompts you to create if you do not have one. You choose the Foreign Registration Statement, work through the items, and pay $120. At the end of an online filing the system may offer expedited service for $50 per transaction, but Connecticut says most filings are accepted automatically. The paper form is available too, filled in with ink or typed and with extra sheets attached if a section runs over, with checks made payable to The Secretary of the State, although mail cannot be expedited.
The route in one list
Note the day business began
That date starts the 90 days.
Confirm the name
Use the home-state name with its designator, or an alternate where it is unavailable.
Choose the agent
The Secretary of the State, a Connecticut resident, or a registered business with a Connecticut address.
Collect the form facts
Dates, principal office, email, NAICS code and a manager or member.
File online and pay
The statement costs $120.
Diary the annual report
It falls between January 1 and March 31, at $80.
Step 7: After registration, the annual cycle
Each year the LLC files an annual report online between January 1 and March 31. The fee is $80. Reminders come about a month ahead, by email or by postcard when there is no email, and the next due date also shows on the business filing page when you log in. The report is also the moment an agent is asked to confirm and update their details. If the LLC does not file, the office may dissolve it under the statutes it cites, and an overdue report means no Certificate of Legal Existence. The annual report page has the rest.
Step 8: Small filings between reports
The Business.CT.gov list gives the cost of the changes you are most likely to need. A change of manager or member between reports is an interim notice for $20. A change of agent is $50, and so are a change of the agent's address and a change of business address. Amending the foreign registration, including for a name change, is $120. A statement of correction is $100 and has no form. Resigning as agent costs $50, also with no form.
Step 9: Proof of good standing in Connecticut
Banks and lenders can ask for a certificate of legal existence, which Connecticut describes as verifying that an entity is registered and up to date with the office's filings. An LLC can order an express or short-form certificate for $50, and logged-in users can verify a certificate for nothing. The long form is for Connecticut LLCs only. A registration is not the same as a certificate, and a certificate is not needed to register in the first place.
Step 10: Leaving
The office explains withdrawal as ending a registration for a business that continues to exist where it was formed. For corporations and LLPs the Business.CT.gov list has a certificate of withdrawal, free of charge. For a registered LLC the list shows no such form, so an LLC that plans to stop should tell us before it stops filing, and we confirm the filing. See the withdrawal page.
The first year in state fees
| When | What | State fee |
|---|---|---|
| Within 90 days of starting | Foreign Registration Statement | $120 |
| January 1 to March 31 | Annual report | $80 |
| If the agent changes | Change of agent | $50 |
| If a manager or member changes | Interim notice | $20 |
Where first-time filers go wrong
Timing comes first. Owners learn of the rule after the first Connecticut customer, count the 90 days from that day and not from the day the work began, and arrive late. The next is the agent: an individual listed as agent who does not live in Connecticut, or a business that is not itself registered with the office. Third, the principal office entered as a P.O. box. Last, the annual report, which belongs to a different calendar from the home state's.
Decisions to make before you open the form
Five small decisions are easier made before you sit down than during. Who signs: an authorized official, who will be making a statement under penalty of false statement. Which agent: the Secretary of the State, a resident or a business. Which address is public: the principal office and every manager or member address become part of the record. Which email: the one that will receive annual report reminders for years, so a shared inbox beats a personal one. And which day to enter as the start of work, which should be the true one.
What registration changes, and what it leaves alone
A domestic business is one formed under Connecticut law, and a foreign one is formed elsewhere. Registering a foreign LLC does not turn it into a Connecticut company. Its governing law, its formation date and its home-state filings stay where they were. What it gains is the right to do business in Connecticut and a set of duties here: the annual report, the agent and the changes that must be notified. When the LLC is registered and current it can also order a Connecticut certificate of legal existence.
The Connecticut certificate of legal existence
The office calls this the certificate other states call good standing. It verifies that a business is registered and up to date with its filings. For an LLC the express and short forms are $50 each. A logged-in user can verify a certificate, or view past ones, at no charge. The long form is for Connecticut-formed LLCs and cannot be expedited. A certificate is often requested by banks and other financial institutions for loans, and it is not a required part of starting a business. An overdue annual report blocks it.
Registration and licensing are different jobs
Even a registered LLC may need licences and permits for what it does. Connecticut sends applicants to its eLicense website and sorts businesses into groups, among them agriculture, banking and financial, childcare, driving and transportation, environmental and energy, general, healthcare, insurance, notaries and tax preparers. The department that licenses your trade is not the Secretary of the State, and our filing does nothing toward a licence. If you are unsure where to start, the state's New Business Checklist tool builds a list from your answers, and the state notes you can use it even if the business is already running.
Public record, scams and the annual report
Everything filed with the office is public record, so addresses on the statement are visible to anyone. A side effect is a steady stream of mail and calls from companies that offer to file the annual report for a fee. The Secretary of the State warns against them in plain terms: some dishonest companies offer to file annual reports for a fee, and it recommends doing the filing yourself because it is easy. Take the same view of anyone selling a Connecticut certificate of legal existence to a new business. The office states that a certificate is not a required part of starting up.
Changing the name later
Should the LLC take a new name, the filing is an amendment made through the Business.CT.gov dashboard, and the system checks whether the new name is available. The state lists the name change fee for an LLC or LLP at $120. A stock corporation pays $100 and a nonstock one $20. The state discourages paper filing for this change.
Having us do it
Send us the day work began and the LLC's details. We check the name, order the home-state certificate, complete the items, file online and pay the state fee. For $199 we cover our side. We also note the annual window and tell you when it opens. If you would like to do the filing yourself, the do-it-yourself page follows the online route.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Registering in Connecticut: questions
How long does Connecticut take to approve the registration?
The state says most Business.CT.gov filings are accepted automatically, and offers expedite at the end of the online process.
Can a Connecticut resident be the agent?
Yes, any Connecticut resident aged 18 or over, and so can a manager or member who resides in the state.
Must the LLC keep an office in Connecticut?
No. The principal business address does not have to be in Connecticut.
Can I use my home address?
Yes, but the office warns that it will be publicly available on its website.
Is a lawyer needed to file?
No. A Connecticut lawyer is the person to ask whether you must register, and what to say in reply to a demand letter.
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)
- Connecticut General Statutes, chapter 613a (foreign LLCs)
- Business.CT.gov, foreign investigations penalties
- Business.CT.gov, why reserve a business name
- Business.CT.gov, expedited services
- Business.CT.gov, certificate of legal existence forms and fees
- Business.CT.gov, how to change a business name
Already working in Connecticut?
Tell us when the LLC started. We check it against the 90-day window when we prepare the filing.