Foreign Corporations in Connecticut: Certificate of Authority and Registered Agent

A corporation formed under the law of another state, or of another country, is a foreign corporation in Connecticut. Its permission to operate here is a certificate of authority, issued by the Secretary of the State's Business Services Division in Hartford. The governing statute is section 33-920 of the Connecticut General Statutes, which bars a foreign corporation from transacting business until the certificate is in hand.

Holding the certificate does not make the company a Connecticut corporation. Under section 33-924 it has the same rights and the same duties as a domestic corporation of like character, no more and no less, and the state does not regulate its organization or internal affairs. Those stay with the home jurisdiction.

Connecticut never defines transacting business. What section 33-920(b) supplies is a list of activities that, among others, are not enough, and subsection (c) leaves the list open.

• Defending, maintaining or settling any proceeding
• Board and shareholder meetings and other internal corporate affairs
• Keeping bank accounts
• Running an office or agency that transfers and registers the company's own securities
• Selling through independent contractors
• Soliciting orders that cannot bind until someone outside Connecticut accepts them
• Borrowing, or taking on mortgages and security interests
• Securing or collecting debts, or enforcing security
• Owning real or personal property, without more
• An isolated deal done inside thirty days and unrelated to any pattern of repeated deals
• Interstate commerce

Nothing there mentions an office, local staff or a steady stream of customers. Those are the facts that usually send a company to the Secretary of the State. A company close to the line should ask a Connecticut attorney instead of guessing, because the cost of guessing wrong is a penalty that grows by the month.

The paperwork is the Application for Certificate of Authority in its foreign corporation form. The form has no number; it is marked Rev. 01/2024 and the same form serves stock and nonstock corporations. The state's fee for a for-profit corporation is $385. That figure is two charges in one: the $100 filing and issuing fee under section 33-617(a), and a $285 license fee that section 33-617(d) requires at filing and again every year.

You can file online through a Business.CT.gov account, the route that also allows expedited handling, or send the paper form to the Business Services Division in Hartford enclosing payment by check to the Secretary of the State.

What the form asks for

• The corporation's name in its home jurisdiction, and a substitute name if Connecticut will not allow the first
• Whether it is organized for profit
• The place and date of incorporation, and its duration
• When it started, or will start, operating in Connecticut
• Street address of the principal office, where a P.O. box is refused, and a mailing address
• A required email address for the company, and its six-digit NAICS code
• Every officer and director, with business and residence addresses
• The registered agent, with the agent's signed acceptance

An authorized official signs under penalty of false statement. If good cause is shown, such as a safety risk, the Secretary can accept business addresses in place of residence addresses.

Connecticut requires one. Section 33-922(b) makes the application incomplete without proof of existence from the home jurisdiction: a certificate of existence, or some comparable proof, signed off by the home-jurisdiction official who holds the corporate records. Some jurisdictions call it a certificate of good standing.

The form adds a rule the statute does not: Connecticut must receive the certificate within 90 days after it was issued, and an older one is rejected. Order it from your home jurisdiction's filing office, which sets the price, and time the order so it is fresh when you file. The corporation name, place and date of incorporation on the application should match the certificate exactly.

Section 33-925 asks for a corporate designator in the name. If the home name lacks one, the corporation may add corporation, incorporated, company, Societa per Azioni or limited, or an abbreviation such as corp., inc., co., S.p.A. or ltd., for use in Connecticut. The form notes that a designator written in a foreign language needs a legal opinion, and that a document in any language other than English needs a translation.

The name must also be distinguishable on the Secretary's records from corporations, nonprofits, limited partnerships, LLCs, LLPs and other entities that are organized or authorized here. When the real name is unavailable, the corporation can use a fictitious name that includes a designator, supported by a copy of a board resolution certified by the secretary. That fictitious name cannot be amended later, and the company is indexed only under it.

Under section 33-926, a foreign corporation with authority must continuously maintain a registered office in Connecticut, which may be the same as one of its places of business, and a registered agent at that office. Eligible agents are individuals who live in Connecticut and a range of entities: Connecticut corporations and LLCs, foreign ones that are authorized here, registered LLPs and statutory trusts. The corporation may not name itself, although an officer or director living in Connecticut can serve.

The Secretary of the State option

A foreign corporation may instead name the Secretary of the State as agent (section 33-926(b)). Process is then left at a state office rather than with someone you chose, and whoever sues pays a $50 service charge under section 33-617(b). Nothing in the statute or on the form sets business hours for the agent.

Changing the agent or the agent's address later costs $50. A lapse of sixty days or longer without an agent or office can cost the corporation its certificate.

A corporation with authority files an annual report online. The state lists the foreign corporation annual report at $435, which is the $150 report fee plus the $285 license fee. The report is due on the anniversary of the first annual report, and the Secretary emails the company's address on record ahead of time. The report names the agent, the directors and officers, the principal offices and the NAICS code.

Missing it puts the corporation in default, and section 33-935 lets the Secretary begin revocation proceedings for a missing report, for license fees unpaid sixty days after they are due, or for failing to report an agent change within sixty days. A new name, a different duration or a new home jurisdiction means applying for an amended certificate of authority, and an officer or director change can be reported by interim notice for $20.

To leave Connecticut, the corporation applies for a certificate of withdrawal, which the state lists at no fee. It must state that it is no longer transacting business, revoke the agent's authority and appoint the Secretary of the State to receive process for earlier claims. Taxes are separate: the form points filers to the Department of Revenue Services.

Section 33-921 sets out the consequences.

• No access to court. Until it holds a certificate, the corporation cannot maintain a proceeding in a Connecticut court, and a judge may pause a case it has started while deciding whether a certificate was needed.
• Back fees and taxes. Unpaid fees and taxes that would have been due had it applied on time are owed, along with interest and penalties.
• A monthly charge. A charge of $300 applies to every month, including a partial month, of unauthorized business, but it is waived when the certificate is obtained within 90 days after the company starts transacting business.
• Enforcement. The Attorney General sues to recover, within three years of the Secretary's levy, and may ask a court for an injunction against further business until the amounts are paid. The state's Foreign Investigations Unit sends a demand letter once the unauthorized period passes 90 days.

Its acts remain valid, and defending a lawsuit is still allowed.

Mainstay Filing's foreign qualification service handles the Connecticut registration of a corporation formed elsewhere. It prepares the application, sends it to the Secretary of the State and includes the Connecticut registered agent for year one, billing $149 annually after that. The state's fee is $385. You give us the corporation's details, including its officers and directors, and the owner obtains the certificate of existence from the home jurisdiction. Mainstay Filing does not order home-state certificates.

Annual reports, license fees after the first year and taxes stay with you or your accountant, and Mainstay Filing does not practice law. The Connecticut foreign qualification page shows what the checkout includes today, and the Connecticut registered agent page covers the agent alone.