LLC Administrative Dissolution and Involuntary Termination in Connecticut
At a glance
| Law, agency and LLC scope | Conn. Gen. Stat. § 34-267g; Secretary of the State may dissolve a domestic LLC by forfeiture. |
|---|---|
| Grounds and trigger dates | Annual report more than 1 year in default; delinquent LLC lacking registered agent for service (§§ 34-247k, 34-267g(b)–(c)). |
| Agency notice | Secretary may email last recorded LLC address; notice says rights/powers are prima facie forfeited (§ 34-267g(a)–(c)). |
| Cure or response window | Within 3 months after notice sent, file missing report or appointment of registered agent; otherwise certificate follows (§ 34-267g(b)–(c)). |
| Action and effective date | Secretary prepares/files certificate of dissolution by forfeiture; effective upon filing; copy emailed to LLC (§ 34-267g(b)–(e)). |
| Status, activity and service | LLC continues only to wind up/liquidate or seek reinstatement; forfeiture does not terminate its registered agent’s authority (§ 34-267g(f)–(g)). |
| Special routes and effects | Secretary posts notice of filed forfeiture certificate on office website for 60 days (§ 34-267g(e)); no tax-office ground in its stated forfeiture routes. |
| Route back and limits | Generally available any time absent specified court order; majority member consent, filed certificate, payments, current report, and agent appointment (§ 34-267b). |
Requirements one by one
Grounds and emailed notice
Conn. Gen. Stat. § 34-247k(c) sets the annual-report window after January 1 and before April 1. Under § 34-267g(b), the Secretary may send forfeiture notice when an LLC is more than one year in default on that report. Subsection (c) supplies the other route when a delinquent LLC has failed to maintain a registered agent. In either route, the Secretary may email the last address in the office's records and say the LLC's rights and powers are prima facie forfeited.
Three months to cure, then a filed certificate
Section 34-267g(b)–(c) gives the LLC three months from the sending of notice to file the missing annual report or an appointment of a registered agent, respectively. If the default remains, the Secretary prepares and files a certificate of dissolution by forfeiture. Subsection (d) makes the filing effective, and subsection (e) requires an emailed copy to the LLC plus website notice for 60 days after filing. The notice itself and the final filed certificate are separate steps.
Activity and reinstatement
Under § 34-267g(f), a forfeited LLC continues in existence only to wind up, liquidate, or seek reinstatement; subsection (g) does not terminate its registered agent's authority. Section 34-267b generally permits reinstatement at any time absent a specified court dissolution order. It requires majority-in-interest member consent, a filed reinstatement certificate if a dissolution certificate was filed, payment of penalties/forfeitures and the reinstatement fee, a current annual report, and a registered-agent appointment. On reinstatement, the company resumes activity as if dissolution had never occurred, subject to the statute's third-party reliance protection.
What trips people up
The statute measures the report trigger as more than one year in default, then starts a separate three-month period when the Secretary sends the forfeiture notice. A report can be late without a forfeiture certificate having been filed. Website posting follows the filed certificate; it is not the advance email.
Common questions
Where is the warning sent? Section 34-267g(b)–(c) directs email to the LLC's last electronic-mail address shown in the Secretary's records.
Does a forfeited LLC cease to exist immediately? No. Section 34-267g(f) preserves existence for winding up or applying for reinstatement.
Statutes and sources
- Conn. Gen. Stat. § 34-247k — “Subsequent annual reports must be filed with the Secretary of the State after January first and before April first of each calendar year thereafter.” Official chapter text (accessed 2026-09-26).
- Conn. Gen. Stat. § 34-267g — “Dissolution shall be effective upon the filing by the Secretary of the State of such certificate of dissolution by forfeiture.” Official chapter text (accessed 2026-09-26).
- Conn. Gen. Stat. § 34-267b — “A limited liability company may be reinstated as provided in this section at any time after its dissolution, unless the Superior Court for the judicial district where the limited liability company is located has entered an order under subdivision (4) or (5) of subsection (a) of section 34-267.” Official chapter text (accessed 2026-09-26).
Source links
Every statute quoted above, linked, with the date we checked it.
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