Corporation Registered-Agent Change and Resignation Requirements in Connecticut
At a glance
| Governing law, entity, agent, and scope | Connecticut Business Corporation Act, Conn. Gen. Stat. ch. 601, §§ 33-600 to 33-998, for an ordinary domestic private stock corporation; the operative office-and-agent sections are §§ 33-660 to 33-663 |
|---|---|
| Continuous agent and office; eligibility | Continuously maintain a Connecticut registered office and an agent at that office. Agent: Connecticut-resident individual, domestic corporation/LLC/registered LLP/statutory trust, or authorized/registered foreign counterpart in those listed forms. Appointment is written and agent-signed; an individual appointment includes the residence address (§ 33-660) |
| Corporation change authority and internal approval | Corporation delivers a statement changing the office, agent, or both. The specific section states no board or shareholder vote or resolution recital; the filing is executed by the chair, president, another officer, a pre-board incorporator, or a court fiduciary under the general filing rule (§§ 33-608, 33-661) |
| Statement contents, signer, consent, and filing | State corporation name; old and new office street addresses if moving; and old/new agent names plus the new agent's written consent on or attached if replacing. Signer states name and capacity; no seal, attestation, acknowledgment, or verification is required. Electronic transmission may be permitted; current BUS-09 also collects filing-party details and agent business/residence/mailing addresses (§§ 33-608, 33-661; BUS-09) |
| Registered-office and agent-office address rules | Registered office is in Connecticut and the agent is maintained at it; it may be the corporation's business place. The current statute does not separately require that a business-agent office be 'identical' to the registered office. BUS-09 and BUS-003 require Connecticut street addresses and allow a PO box only for the separate mailing address (§ 33-660; forms) |
| Agent-initiated, bulk, and commercial-agent changes | An agent whose business-office street address changes may send signed written notice to each corporation and file a signed § 33-661-compliant statement reciting notice; that also changes the corporation's registered office. No corporation-statute agent-name, commercial-listing, or one-statement bulk route appears—§ 33-664 is reserved. Current BUS-003 instead asks an authorized official of each represented entity to sign (§ 33-661(b); BUS-003) |
| Agent resignation, notice, delay, and successor gap | Agent signs and files the original plus one exact/conformed copy; may also discontinue the office. Secretary of the State mails the copy to the corporation's principal office. Appointment and any stated office discontinuance terminate on day 31, leaving a 30-day replacement interval (§ 33-662) |
| Effective time, fee, report, and correction routes | Ordinary accepted change is effective on filing or its stated time, and may specify a delayed date without a stated numerical cap. Change/address and resignation filings are each $50. Registered-agent information is in the annual report; a post-report change generally requires a $25 amended annual report unless it occurs within 30 days before the next-report month. A $100 certificate of correction relates back except against adversely affected reliance (§§ 33-610, 33-611, 33-617, 33-953) |
| Service, default, dissolution, foreign, and contract boundaries | If no agent exists or reasonable diligence cannot serve the agent, an authorized server mails a true and attested copy by registered/certified mail, return receipt requested, to the corporate secretary at the principal office; statutory receipt, return-receipt, and postmark rules govern effect. Missing/unfindable agent triggers emailed notice and three months to file an appointment before administrative dissolution; dissolution does not terminate agent authority. Foreign corporations, reinstatement, past service, and provider contracts are separate (§§ 33-663, 33-890-.892) |
Requirements one by one
Connecticut keeps the registered office and agent as separate filed items
Conn. Gen. Stat. § 33-600 names the Connecticut Business Corporation Act, and § 33-660(a) requires an annual-report corporation to maintain a Connecticut registered office and a registered agent at that office continuously. The office may also be one of the corporation's places of business. Eligible agents are Connecticut-resident individuals, domestic corporations, LLCs, registered LLPs, or statutory trusts, and authorized or registered foreign counterparts of those listed entity types.
Appointment is a written, agent-signed act. An individual's appointment includes the residence address. Current BUS-09 adds a Connecticut business street address (or a no-business-address box), residence street address, and a mailing address for a domestic stock corporation; a PO box is permitted only for that separate mailing address. The form says the represented entity cannot appoint itself, although an individual principal may qualify in the individual's own capacity.
The corporation may change the office, agent, or both
Section 33-661(a) requires a statement of change. It gives the corporation's name; old and new registered-office street addresses if the office changes; and old and new agent names plus the new agent's written consent, on or attached to the statement, if the agent changes.
The specific change section has no board-vote, shareholder-vote, or resolution- recital requirement. The general filing section instead identifies who executes: the board chair, president, another officer, a pre-board incorporator, or a receiver, trustee, or other court-appointed fiduciary. The signer supplies name and capacity under § 33-608(f). A seal, attestation, acknowledgment, and verification are optional, and the Secretary may permit electronic filing.
The agency offers separate online "Change of Agent" and "Change of Agent's Address" routes. BUS-09 implements appointment of a replacement agent and requires the new agent's acceptance signature. It is not the complete statutory vehicle for every office or agent-address event. Conn. Gen. Stat. § 33-617(a)(4) sets the ordinary change/address fee at $50.
An agent has a statutory self-move route, but no corporation-level bulk system
When the agent's business-office street address changes, § 33-661(b) lets the agent send signed written notice to the corporation and file a signed statement that supplies § 33-661(a)'s information and recites that notice. That filing also changes the corporation's registered office.
Current BUS-003 is organized entity by entity and asks an authorized official of the represented entity to execute it. It therefore does not reproduce the statute's agent-signed self-move route. Chapter 601 supplies no separate agent- name, commercial-agent-listing, or one-statement bulk-update procedure for business corporations; the next numbered section, § 33-664, is reserved.
Resignation is fixed at day 31
Under Conn. Gen. Stat. § 33-662, the agent signs and files an original resignation statement plus one exact or conformed copy. The statement may also discontinue the registered office. After filing, the Secretary of the State—not the agent—mails the copy to the corporation's principal office.
The appointment and any stated office discontinuance terminate on the 31st day after filing. The statute does not accelerate that date when a successor is appointed. Agency guidance says only the agent can file the resignation and a separate filing is required to appoint the replacement. The fee is $50 under Conn. Gen. Stat. § 33-617(a)(5), and the domestic-stock fee page confirms duplicate filing with no agency form available.
A $25 amended report can carry an interim agent update
An ordinary accepted change takes effect when filed or at a stated time on the filing date. A non-formation document may specify a delayed effective date and time; § 33-610 states no numerical limit on that delay. The standalone agent or address change costs $50.
The annual report includes the agent's name and address. Conn. Gen. Stat. § 33-953(c)-(e) governs that field and, since January 1, 2025, generally requires a $25 amended annual report when report information changes after the current report, except when the change occurs within 30 days before the month in which the next report is due. Agency guidance also identifies the annual report as an agent-information update route. A certificate of correction costs $100 under § 33-617(a)(9), and Conn. Gen. Stat. § 33-611 makes it relate back except against a person who relied on the uncorrected document and would be adversely affected.
No-agent service goes to the corporate secretary, not automatically to SOS
Conn. Gen. Stat. § 33-663 provides that if the corporation has no agent, or reasonable diligence cannot serve the agent, an authorized server sends a true and attested copy by registered or certified mail, return receipt requested, to the corporate secretary at the principal office. Service becomes effective at the earliest of actual receipt, the signed return-receipt date, or five days after a correctly addressed, prepaid mailing. Section 33-663 preserves other legally available service methods.
Under Conn. Gen. Stat. §§ 33-890(c)-(e) and 33-891(b), if the Secretary of the State learns that the corporation lacks an agent or the agent cannot reasonably be found at the recorded address, the Secretary may email a dissolution warning to the corporation's last recorded email address. The corporation then has three months to file an agent appointment. If it does not, the Secretary files a certificate of administrative dissolution, emails a copy, and posts notice for 60 days. Administrative dissolution does not itself terminate the registered agent's authority. Reinstatement, foreign- corporation rules, provider contracts, and disputes over past service remain outside this filing survey.
Statutes and sources
- Connecticut General Assembly, Chapter 601
- Connecticut Secretary of the State, Domestic Stock Corporations Forms and Fees
- Connecticut Secretary of the State, Update Business Agent
- Connecticut Secretary of the State, Submit Agent Resignation
- Connecticut Secretary of the State, BUS-09 Change of Agent
- Connecticut Secretary of the State, BUS-003 Change of Agent's Address
Source links
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