Corporation Reinstatement and Revival Requirements in Connecticut
At a glance
| Eligible inactive status | Corporation administratively dissolved after an annual report was over 1 year late or its registered agent was missing or unfindable, following emailed notice and a 3-month cure period (§§ 33-890, 33-892); not the voluntary-dissolution route |
|---|---|
| Filing window | No statutory outside limit; an administratively dissolved corporation may apply after the effective dissolution date (§ 33-892(a)); the former 3-year limit was deleted in 1996 |
| Application or certificate contents | Application recites the corporation name and is filed with the current annual report; current combined form also requires exact name/ALEI, NAICS and email, addresses, agent acceptance, officers/directors, and execution (§ 33-892(a); current R92025 form) |
| Reports, taxes, fees, and penalties | Pay all penalties and forfeitures, file the current-year annual report ($150), and obtain current Revenue Services and unemployment statements showing paid, not liable, or adequately provided; each statement is excused if its agency does not issue it within 5 weeks (§§ 33-617(a)(12), 33-892(a)(3)) |
| Name and registered-agent cure | Unavailable name requires a simultaneous certificate amendment identifying an available name; application includes a registered-agent appointment, and the current form requires the agent's signed acceptance (§ 33-892(a)(2)-(3); current R92025 form) |
| Approval and signature | No separate board vote stated. Statutory signers are board chair, president, another officer, a qualifying incorporator, or court fiduciary; the ordinary current form additionally requires its signer to be a listed officer/director and includes a false-statement declaration. No acknowledgment or notary required (§ 33-608(f)-(g); current R92025 form) |
| Filing office and method | File with the Secretary of the State through the online Reinstatement workflow or the combined paper form; digital submission is strongly recommended, while mail or hand delivery is accepted as routine service (§§ 33-608(i), 33-892(a); official filing instructions) |
| Fixed filing fee and expediting | $150 reinstatement fee; the required $150 current annual report makes the ordinary combined stock-corporation filing $300 before variable arrears. If offered in the online/digital process, 24-hour expedite costs $50; no mail expedite (§ 33-617(a)(12), (15); current R92025 form) |
| Legal effect and third parties | Relates back to the administrative-dissolution date; corporation resumes business as if dissolution never occurred. No express third-party-reliance exception (§ 33-892(c)) |
Requirements one by one
Confirm the record says administrative dissolution
The § 33-892 route begins with a corporation that is already administratively dissolved. Under § 33-890, that status can follow when an annual report is more than one year late or when the corporation has no registered agent or the agent cannot be found with reasonable diligence. In either case, the Secretary sends email notice and the corporation has three months to file the missing report or agent appointment before the dissolution certificate is filed.
Section 33-891 says the dissolved corporation continues to exist, but may conduct only the business needed to wind up, liquidate, and notify claimants. The agent's authority is not terminated. The official guidance separately says that only LLCs and limited partnerships, not corporations, use reinstatement after voluntary dissolution.
Connecticut has no current outside reinstatement deadline
Section 33-892(a) permits the corporation to apply “after the effective date of dissolution” and states no last date. Its history expressly records that the former three-year limitation was deleted effective January 1, 1997.
That open window does not eliminate growing arrears or the need to resolve a name that became unavailable while the corporation was dissolved.
The application is paired with the current annual report
The statute requires the application to recite the corporation's name and be accompanied by a current-year annual report. The current combined form asks for the exact record name and ALEI or business ID, six-digit NAICS code, business email, principal and mailing addresses, registered-agent information, and the officers and directors.
The form warns that the exact name and ALEI must match the state record. It also requires a principal-office street address rather than a post-office box, while allowing a post-office box for the mailing address.
Obtain both agency statements or document each five-week exception
Section 33-892 requires current statements from the Commissioner of Revenue Services and the unemployment-compensation administrator. Each statement must show that the corporation paid the relevant taxes or contributions, was not liable for them, or adequately provided for future payment with satisfactory surety.
The five-week provision operates agency by agency. If one agency does not issue its statement within five weeks after the request, that statement is not required; the other agency's statement remains required unless its own five-week period also expires without issuance.
The filing also includes all penalties and forfeitures incurred, the $150 reinstatement fee, and the $150 current annual-report fee. The current stock- corporation form therefore shows a $300 combined total before any variable penalties, forfeitures, name-amendment fee, taxes, contributions, or surety.
Cure the name and registered-agent record in the same filing
If the old name is unavailable, § 33-892 requires a simultaneous certificate amendment identifying an available name. The current form instructions likewise say to submit the name amendment with the reinstatement and warn that it carries an additional fee.
The application must also include a registered-agent appointment. On the current form, an individual agent must be a Connecticut resident and must sign the acceptance. An entity agent must be an eligible Connecticut or authorized foreign entity with a Connecticut address, and its representative signs with name and title.
Match the statute's signer rule and the current form
Section 33-608 allows execution by the board chair, president, or another officer. An incorporator is available only if directors have not been selected or the corporation has not been formed; a receiver, trustee, or other court-appointed fiduciary signs when the corporation is in that fiduciary's hands.
The current combined form says its signer must be an officer or director listed in the report and that the printed name and title must match that listing. For an ordinary form filing, select a listed principal who also fits § 33-608's statutory signer classes. The signer declares under penalties of false statement that the report is accurate to the best of the signer's knowledge. Section 33-608 does not require a corporate seal, attestation, acknowledgment, verification, or notarization.
File online or submit the combined form
The online route begins in the Business.CT dashboard under “Manage your business” and “Reinstatement,” followed by selecting or searching for the entity. The official page says the online Business Agent must be a Connecticut resident and must have the correct NAICS information and business email address.
For the PDF route, digital submission through “submit paper filing” is strongly recommended. Mail and hand delivery are accepted but processed as routine filings and must be paid by check or money order. The current form offers optional 24-hour expedited digital service; the separate expedite page sets the charge at $50 per transaction and says the option appears at the end of the online process if it is available.
Reinstatement fully relates back
Under § 33-892(c), effective reinstatement relates back to the administrative- dissolution date, and the corporation resumes business as though the dissolution never occurred. The section contains no separate exception protecting a third party that relied on the dissolution.
That rule does not itself decide whether a separate license, foreign qualification, contract, lawsuit, limitation period, tax issue, insurance policy, permit, or personal-liability issue is restored or cured.
What trips people up
- There are two separate clearance tracks. A five-week nonresponse from one agency does not automatically excuse the other agency's statement.
- The standard total is not just the reinstatement fee. The required annual report makes the current combined stock-corporation total $300 before arrears and any name amendment.
- The form and the statute both matter for execution. For an ordinary filing, use a listed officer/director who also fits a statutory signer class; being listed on the form does not replace § 33-608's execution rule.
- Mail cannot be expedited. The current 24-hour option is part of the digital submission route and costs another $50 when offered.
Common questions
Does the corporation need to re-form with a new incorporation date?
No. The official guidance says a business reinstated after administrative dissolution keeps its original formation date, and § 33-892(c) makes the reinstatement relate back.
Does an unavailable old name end the reinstatement route?
No. The corporation files a certificate amendment identifying an available name simultaneously with the reinstatement application. The amendment has its own fee.
When is the next annual report due after reinstatement?
The reinstatement filing includes the current-year report. The official online guidance says a reinstated business receives its next annual-report due date for the year following reinstatement.
Statutes and sources
- Conn. Gen. Stat. §§ 33-890 and 33-891 — administrative-dissolution grounds, notice and cure period, effective date, and limited winding-up effect (accessed 2026-08-02).
- Conn. Gen. Stat. § 33-892 — application, name amendment, arrears, annual report, dual clearances, registered agent, approval, and relation back (accessed 2026-08-02).
- Conn. Gen. Stat. § 33-617 — $150 annual-report and $150 reinstatement charges (accessed 2026-08-02).
- Conn. Gen. Stat. § 33-608 — execution, signature, no-acknowledgment rule, delivery, and electronic filing authority (accessed 2026-08-02).
- Connecticut Secretary of the State combined form R92025 — current fields, $300 combined stock-corporation total, agent acceptance, execution, digital submission, and 24-hour option (accessed 2026-08-02).
- Connecticut Business reinstatement instructions — administrative scope and online workflow (accessed 2026-08-02).
- Connecticut Business paper-filing instructions and expedited-services instructions — digital mail, mail and hand delivery, and $50 online expedite (accessed 2026-08-02).
Source links
Every statute quoted above, linked, with the date we checked it.
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