Out-of-State Nonprofits in Connecticut: Authority to Conduct Affairs

Connecticut's nonprofit corporation law is the Revised Nonstock Corporation Act, chapter 602 of the General Statutes. A nonprofit incorporated in another state or country is a foreign corporation under that chapter, and section 33-1210 says it may not conduct affairs in Connecticut until the Secretary of the State grants it authority by certificate. The statute says conduct affairs rather than transact business, but the idea is the same.

With the certificate, the nonprofit stands on the same footing as a domestic nonstock corporation of like character, and no higher. Connecticut leaves its organization and internal affairs to the home jurisdiction. Holding the certificate also says nothing about tax exemption. The application form tells filers to contact the Department of Revenue Services or a tax advisor about tax questions.

The nonprofit statute has its own list in section 33-1210(b), shorter than the one used for business corporations. Among other activities, these do not count as conducting affairs:

• Maintaining, defending or settling any proceeding
• Meetings of the board or members and other internal affairs
• Keeping bank accounts
• Selling through independent contractors
• Soliciting or obtaining orders that need acceptance outside Connecticut to become contracts
• Creating or acquiring indebtedness, mortgages and security interests
• Securing or collecting debts, or enforcing security for them
• Owning real or personal property, without more
• One isolated transaction that is completed in thirty days or less and is not one of a repeated series
• Conducting affairs in interstate commerce

Section 33-1210(c) says the list is not exhaustive. A nonprofit with a Connecticut office, staff, programs run on the ground or members it serves directly is conducting affairs, while one that only owns a donated building without more is not. The list is silent on fundraising, which has its own statute.

The Application for Certificate of Authority is one form for stock and nonstock corporations, marked Rev. 01/2024 and carrying no form number. Item 3 asks whether the corporation is organized for profit or is nonprofit. The state's fee for a nonstock corporation is $40, under section 33-1013, and there is no separate license fee for a nonstock corporation. You can submit through your Business.CT.gov login, or mail a paper copy to the Business Services Division in Hartford.

What the application asks for

• Name in the home records, plus a Connecticut substitute if one is needed
• Whether the corporation is nonprofit
• Place and date of incorporation, and how long it lasts
• When Connecticut activity began or will begin
• A street address for the principal office, with no P.O. box, and a mailing address
• The company's email address and its six-digit NAICS classification, both mandatory
• Officers and directors with business and residence addresses
• The registered agent, who signs to accept the appointment

The form is executed by an authorized officer, who attests to its truth. Business addresses can replace residence addresses when good cause, such as a personal safety risk, is shown.

This is required. Section 33-1212(b) requires the nonprofit to send, along with the application, a certificate of existence or equivalent, signed off by the office that keeps corporate records where the nonprofit was formed. Some places call it a certificate of good standing.

The form's instructions add a 90-day window the statute lacks: Connecticut wants the certificate in hand no later than 90 days after it was issued. The owner orders it from the home office, which sets the price. Check that the name, the place of incorporation and the date on the application agree with the certificate.

Under section 33-1215, a foreign nonprofit whose name lacks a corporate word may add corporation, incorporated or company, or corp., inc. or co., for use in Connecticut. If the real name is unavailable, it may use a fictitious name carrying one of those words, with a certified board resolution. The name must not collide with any name already in the Secretary's index.

The agent

A foreign nonprofit with a certificate keeps a Connecticut registered office with a registered agent at it (section 33-1216). Eligible agents include Connecticut-resident individuals, in-state corporations and LLCs, authorized foreign corporations and LLCs, and registered LLPs and statutory trusts. The nonprofit may also appoint the Secretary of the State. It cannot appoint itself, but an officer or director who lives in Connecticut can serve. When the Secretary of the State is served as agent, the person suing pays a $50 service charge. Changing the agent or its address costs $20. Hours of attendance are not regulated.

A foreign nonprofit with authority files an annual report online for $50, due each year on the anniversary of the first one, with an email reminder from the Secretary. It lists the agent, the principal offices and the people running the nonprofit. Revocation proceedings are possible under section 33-1225 if the report is missed, if the nonprofit goes without an agent or office for sixty days, or if an agent change is not reported inside sixty days.

A name change, a different duration or a new place of incorporation calls for an amended certificate. A change of director or officer can be reported with an interim notice for $20. To exit, the nonprofit applies for a certificate of withdrawal, and the state charges nothing for it. The application states that the nonprofit is no longer conducting affairs here and names the Secretary of the State as the recipient of process on old claims.

The certificate of authority does not authorize fundraising. Under the Solicitation of Charitable Funds Act (section 21a-190b), a charitable organization that is not exempt registers annually with the Department of Consumer Protection before it solicits in Connecticut, or has anyone solicit for it. That is a different agency, different forms and a different fee, and this page does not cover it.

The two do not depend on each other. A nonprofit may need one, both or neither. Check the Department of Consumer Protection's instructions for your situation before you ask Connecticut donors for money.

Section 33-1211 sets the consequences.

• Bringing a case in a Connecticut court is off limits until the certificate issues, and a judge may stay a case already started while deciding whether one is required.
• Fees and taxes that would otherwise have been due are billed, with interest and penalties.
• The $300 monthly charge, which counts partial months, is not owed if the certificate is obtained inside 90 days of the start.
• The Attorney General may sue within three years of the Secretary's levy, including to restrain the nonprofit from conducting affairs until it pays.

No act of the nonprofit is undone by the missing certificate, and it can still defend a lawsuit.

A nonprofit corporation is outside Mainstay Filing's foreign qualification checkout, which covers LLCs and for-profit corporations. The agent is what a nonprofit can buy: $149 a year, at an unchanged price on every renewal. Its Connecticut address appears in your application and in the public file. Process delivered to the agent is scanned and put into your account within the business day, free of charge, and Mainstay Filing scans the first three government mailings of the year at no charge.

If the nonprofit already has another agent of record, Mainstay Filing can file the substitution and charge only the state's own fee. The application itself is the nonprofit's or its lawyer's job. Mainstay Filing is not a law firm. Read more on the Connecticut registered agent page.