Foreign LLPs in Connecticut: The Certificate of Authority

Connecticut handles limited liability partnerships in the partnership chapter of the General Statutes, not in the LLC or corporation chapters. Under section 34-429, a foreign registered limited liability partnership has to file a certificate of authority, and has to do it ahead of transacting business within Connecticut. The key words are registered LLP: the partnership must already have registered as an LLP where it was formed.

The certificate is signed by a person with authority under the law of that home jurisdiction. Filing it does not turn the partnership into a Connecticut one. It simply adds a Connecticut record, a Connecticut agent and a Connecticut annual report on top of what the partnership already does at home.

Most of Connecticut's entity chapters include a list of things a foreign entity can do without registering. The LLP chapter does not. It says nothing about what counts as transacting business, and it offers no exclusion for owning property, holding meetings or keeping a bank account. The rule is just that the certificate comes first.

That makes the question harder for a professional firm. A partnership with an office, a partner who works from Connecticut, or a steady run of Connecticut clients is plainly transacting business. One engagement for one client is less clear. Because the statute is silent and the penalty accrues monthly, a firm with any real activity in the state should ask a Connecticut attorney for advice before deciding to wait.

The filing is the Certificate of Authority for a foreign limited liability partnership. The paper form is marked Rev. 06/2024 and has no form number. The fee, set by section 34-413 and shown on the Secretary's fee page for foreign LLPs, which also lists the online filing, is $120. Online filing needs a Business.CT.gov account, and expedited handling is available only online. Paper goes to the Business Services Division in Hartford.

What the certificate sets out

• The name under which the LLP will transact business in Connecticut, which must end in an LLP designator
• The name as it appears in its home records
• The state where it is registered as an LLP and the date of registration
• Home-jurisdiction office address, or principal office address where the home law requires no office
• When business in Connecticut started or will start
• A valid email address and a six-digit NAICS code
• A description of the business it engages in
• The statutory agent, with signed acceptance
• A statement that it is a foreign registered limited liability partnership

Partners sign the form. If the certificate must change later, an amendment carries the same fee as the original filing.

Connecticut wants no good standing document and no certificate of existence from wherever the partnership registered. Section 34-429 lists the contents of the certificate of authority, and a home-state document is not among them, and the form and its instructions request none. The instructions only ask that the name match the partnership's home records.

Nothing is ordered from another office, so there is no certificate that could go out of date while the filing waits. The preparation is collecting the registration details and choosing an agent.

Section 34-406 puts the designator at the end. The name takes one of four endings, Registered Limited Liability Partnership, Limited Liability Partnership, L.L.P. or LLP, and the ending must come last. It also has to stand out from the names of Connecticut and authorized foreign corporations, LLCs, limited partnerships, LLPs and other entities, and from names reserved in the state.

A name can be reserved ahead of filing for $60, and a reservation can be transferred for the same amount.

Every foreign registered LLP must keep a statutory agent for service in Connecticut (section 34-408). The eligible agents are an individual resident of Connecticut or one of these entities: Connecticut corporations and LLCs, authorized foreign corporations, registered foreign LLCs, registered LLPs and statutory trusts. The partnership cannot appoint itself, and the agent signs the appointment. A business agent lists its Connecticut office address, and an individual lists business and residence addresses.

One difference from the other entity types deserves attention. Foreign corporations and limited partnerships may use the Secretary of the State as their agent, but the LLP statute leaves that option out. An LLP needs a person or an entity with a Connecticut presence. If the agent resigns or moves, the partnership must appoint another right away, and changing the agent costs $50. The statute sets no business hours for the agent.

Each year a registered foreign LLP submits an annual report online, at $80. Section 34-431 makes it due on the anniversary of the certificate of authority, while the Secretary's fee page describes filing between January 1 and March 31, so check the due date that appears in your Business.CT.gov account. The report gives the name, the home or principal office address, the email address, the agent and the NAICS code, and an update to any of these during the year goes in an amended report for $25.

The Secretary may revoke the certificate of authority for a missing annual report or for a willful misstatement in a filing, after at least thirty days of written notice by email. To leave Connecticut, the partnership files a withdrawal of its certificate of authority, which the fee page lists at no charge. Taxes sit outside this filing.

Section 34-430 spells out what follows.

1. Until the certificate is filed, the LLP has no standing to start a case in a Connecticut court.
2. Back fees and taxes are owed for the period, with interest and penalties for late payment.
3. A $300 amount applies to each month of unauthorized business, partial months included, but not if the certificate is filed within 90 days after it started. The Attorney General has three years from the Secretary's levy to bring an action.
4. A court that finds a violation may enjoin further business, and the injunction lasts until penalties, interest and costs are settled.

The statute also protects the partnership. Contracts and other acts are not invalidated, a counterparty can still sue on a contract, and the LLP may defend itself. A partner is not personally liable for the partnership's debts just because it lacked the certificate, though the partners are deemed to have made themselves liable for the penalties, fees and taxes. The state's Foreign Investigations Unit follows up with a demand letter once the unauthorized period exceeds 90 days.

Mainstay's foreign qualification checkout does not take LLPs; it is for LLCs and for-profit corporations. The service available to an LLP is the registered agent, priced at $149 a year with no change on renewal. Since an LLP cannot name the Secretary of the State, a company agent supplies the Connecticut presence the statute demands. Your certificate of authority lists the agent's address, which becomes public. Lawsuit papers received by the agent are scanned into your account on the same business day, free, and the first three letters from government offices in a year are scanned at no cost.

If a different statutory agent is on record, Mainstay can submit the swap and bill the state's fee at cost. The certificate of authority is prepared and submitted by the partnership or its attorney. Mainstay is a filing and agent provider, not a law firm. The Connecticut registered agent page has the details.