Foreign LLC Registration in Connecticut

Before anything else, know that Connecticut will not accept the registration on its own. Since January 1, 2025, § 34-275b(b) has required a foreign LLC to deliver a certificate of existence, or a document of similar import, authenticated by the official who keeps corporate records where the company was formed. The filing instructions add that some states call it a certificate of good standing.

The instructions also set an age limit that the statute does not: the certificate has to be received within 90 days of the date it was issued. An older one will not do. A certified copy of your formation document is not requested; the certificate alone satisfies it. It comes from your home state's filing office, at whatever that state charges, and it has to be in hand when the registration is submitted.

Connecticut never defines "transacting business." Section 34-275a(a) says a foreign LLC may not transact business here until it registers, and § 34-275d then lists what does not count. That list has twelve items:

• defending, mediating, arbitrating or settling an action or proceeding;
• internal affairs, including holding meetings of members or managers;
• keeping accounts at financial institutions;
• offices or agencies that transfer or register the company's securities, or trustees and depositories for them;
• selling through independent contractors;
• soliciting or taking orders that need acceptance outside Connecticut before they become contracts;
• borrowing money or granting mortgages and liens;
• chasing unpaid debts, including enforcing and foreclosing on collateral;
• a single deal outside any pattern of similar deals;
• holding title to property with nothing further;
• voting securities or other equity interests the company holds; and
• interstate commerce.

One detail sets Connecticut apart: the isolated-transaction item carries no day limit, unlike states that cap it at a month. The list says "include," so it is not closed, and the statute adds that it does not control taxation or other regulation. A company with staff, an office or a regular stream of customers in Connecticut should assume it needs to register.

The filing is the Foreign Registration Statement, Limited Liability. The form carries a revision date (1/2024) but no form number. The statute now calls the document a foreign registration certificate, yet the form and fee pages still use the older word "statement." It goes to the Connecticut Secretary of the State, Business Services Division, either online through a Business.CT.gov account or on paper by mail to the office in Hartford. The state notes that expedited service is available only for online filings.

The fee is $120, the same on paper or online, and no card or portal surcharge is stated anywhere we checked. Connecticut publishes no processing time.

The form asks for the name in your home state, a substitute Connecticut name if the first cannot be used, the state or country of formation and the date of formation, the date you began or will begin transacting business in Connecticut, and the principal office street address (no P.O. box). It also wants a company email address, which Connecticut marks required and uses for annual report notices, a six-digit NAICS industry code, the registered agent, and at least one manager or member with title, business address and residence address. If you show good cause, the Secretary can accept a business address in place of the residence address. No notary is needed.

At our checkout, $199 for the preparation plus the state's $120 comes to $319 today.

A Connecticut LLC name must contain "limited liability company," "LLC" or "L.L.C.," and "limited" and "company" may be shortened to "Ltd." and "Co." A name registered by a foreign LLC has to be distinguishable on the Secretary's records from names already in use or reserved. Check it with the Business.CT.gov business search; if the name shows as active, it is not available.

If your name does not comply, § 34-275e says registration has to wait until the company picks a different name to use in Connecticut. You do not file anything separate for it. The alternate name goes into item 2 of the registration form, and the company then operates under it, under its home name with the governing jurisdiction added, or under a trade name it is authorized to use. A name registration or reservation is a separate $60 filing and is optional.

Section 34-243n requires every registered foreign LLC to keep a registered agent in Connecticut with a place of business in the state. The permitted agents are a Connecticut resident individual, a Connecticut corporation or LLC, an authorized foreign corporation or registered foreign LLC, certain partnerships and statutory trusts, and, unusually, the Secretary of the State itself. The form states that the LLC may not be its own agent, although a manager or member who lives in Connecticut may serve.

Appointing the Secretary of the State costs nothing, but there is a catch. Service is made by leaving copies at the Secretary's office, which forwards one by mail within two business days to the address you gave for the principal office, and the person suing pays a $50 service fee.

Changing the agent later uses form BUS-10 and costs $50.

Connecticut's penalty is monthly, and it is the harshest part of this process. Under § 34-275a(g), a company that transacts business without registering owes the state all fees and taxes it would have paid had it registered, with interest and penalties, plus $300 for every month or part of a month it operated unregistered. There is one escape: register within 90 days of starting to transact business and the monthly charge does not apply. Six months in, registering after the 90 days, comes to six times $300, or $1,800, before the back fees and taxes.

The Attorney General can sue to collect, within three years of the levy. A court that finds a violation must issue an injunction against further business until penalties, interest and costs are paid. After 90 days of unauthorized business, the Foreign Investigations Unit sends a demand letter listing what is owed.

You cannot start a lawsuit in Connecticut while unregistered, but your contracts remain valid, you can still defend a case, and your members' limited liability is not lost just because the registration is missing. By doing business here, the company also appoints the Secretary of the State as its agent for suits arising from that business.

Once registered, a foreign LLC files an annual report online with the Secretary, due between January 1 and March 31. The fee is $80. The first is due in the window of the calendar year after you registered. Connecticut says it emails the address on file about a month before the due date, and it lists no late fee. A missed report is still a real problem, because the Secretary may revoke the registration for failing to file, or for having no agent for sixty days, after at least twenty days of written notice by email.

Separate Connecticut tax registrations may also apply to your business. Changes cost money too: amending the registration for a new name or jurisdiction is the same as the original fee, a change of business address is $50, and an interim notice of a new manager or member is $20.

To leave, file the Statement of Withdrawal of Registration (form BUS-042). Its fee equals the registration fee, $120. The company states that it is not transacting business in Connecticut, revokes its agent's authority, and names an address for forwarding any process. No tax clearance is asked for.

Send us your home-state details along with the certificate of existence, and we prepare the registration statement and file it with the Secretary of the State. For the first twelve months your Connecticut registered agent costs nothing; after that it is $149 a year. Our address becomes the agent address on the public record. When a summons or other papers arrive there, we scan them and upload them to you that business day, free of charge.

Today's payment pays for the registration plus twelve months of agent service. Your annual report and any tax filings are outside it, and Mainstay is a filing service, not a law firm.

Corporations formed elsewhere use this same checkout, and the figures match an LLC's exactly: a corporation pays $319 today.