Nonprofit Corporation Administrative Dissolution and Reinstatement in Connecticut
At a glance
| Entity and agency | Revised Nonstock Corporation Act; Secretary of the State issues administrative dissolution and reinstatement certificates (§§ 33-1000, 33-1181–1183). |
|---|---|
| Report, fee, or tax failure | More than two years in annual-report default; current first report due within 90 days after formation, later reports on first-report anniversary; $50 report fee (§§ 33-1181(b), 33-1243(a)–(b), 33-1013(a)(12)). |
| Agent and other grounds | Failure to maintain agent, or agent unlocatable at recorded address despite reasonable diligence; annual-reporting corporations must maintain office and agent (§§ 33-1181(c), 33-1050(a)). |
| Notice and cure | Secretary sends email to last recorded corporate address; three months to file report or agent appointment. Agent paragraph says “mailing” of email notice (§ 33-1181(b)–(c)). |
| When status changes | Secretary files certificate after uncured period; effective on filing; sends copy by email and posts notice online for 60 days (§ 33-1181(b)–(e)). |
| Powers afterward | Corporation continues only to wind up/liquidate and notify claimants; registered-agent authority survives (§ 33-1182). |
| Reinstatement window | Administratively dissolved corporation may apply after effective dissolution; § 33-1183(a) sets no outside calendar limit. |
| Filings, payments, and name | Name and current report; unavailable name requires simultaneous charter amendment; pay penalties, $110 reinstatement and $50 report fees, appoint agent; tax and unemployment clearances unless agency fails to issue within five weeks (§§ 33-1183(a), 33-1013(a)(6), (12), (15)). |
| Effect and review | Reinstatement certificate relates back; Secretary returns refusal with reasons within five days; appeal to superior court within 30 days after return (§§ 33-1183(b)–(c), 33-1184). |
Requirements one by one
Grounds, notice, and status
Conn. Gen. Stat. § 33-1181(b) permits the Secretary of the State to act when a corporation is more than two years in default on the annual report required by § 33-1243. Under § 33-1181(c), a separate trigger is failure to maintain a registered agent or the agent's unavailability at the recorded address despite reasonable diligence. Section 33-1050(a) requires a reporting corporation to maintain a Connecticut registered office and agent.
The Secretary emails notice to the address last shown in its records. Section 33-1181(b) measures the report-cure period from “the sending of such notice”; the different wording in the agent paragraph is discussed below. The corporation has three months to file the missing annual report or registered-agent appointment before the Secretary files a certificate of administrative dissolution (§ 33-1181(b)–(c)). Dissolution takes effect when the certificate is filed, after which the Secretary emails a copy and posts notice on its website for 60 days (§ 33-1181(d)–(e)). Under § 33-1182, corporate existence continues only for winding up, liquidation, and claimant notices; registered-agent authority survives.
Reinstatement
Section 33-1183(a) permits an application after dissolution, with no stated outer calendar deadline. The application gives the corporation's name and, if unavailable, includes a simultaneous certificate amendment naming an available replacement. It also includes all penalties and forfeitures, the reinstatement fee, a current-year annual report, tax and unemployment-contribution statements, and an appointment of registered agent. The statements may confirm payment, no liability, or adequately secured future payment; each statement is excused if its agency does not issue it within five weeks after request. Section 33-1013(a) sets $110 for the reinstatement certificate, $50 for the annual report, and $20 for a required certificate amendment. Under § 33-1183(b)–(c), the Secretary files a reinstatement certificate and reinstatement relates back to dissolution.
Review of a refusal
Section 33-1184(a)–(c) requires the Secretary to return a refused application with brief reasons within five days. The corporation may petition the superior court within 30 days after return, attaching the dissolution certificate, application, and explanation of refusal.
What trips people up
Section 33-1243(b) makes the first annual report due within 90 days for corporations formed on or after January 1, 2020; later reports fall on the anniversary of the first report. Under § 33-1181(b), dissolution eligibility begins only after more than two years in default, with a separate three-month notice period. The agent paragraph in § 33-1181(c) directs electronic mail but describes the three-month period as running from the “mailing” of notice. Preserve the notice record when assessing that clock.
Common questions
Do incorporated churches have the same annual-report requirement? Section 33-1243(a) excludes incorporated church or religious corporations, along with other expressly listed categories, from that reporting requirement.
Must earlier report defaults be corrected too? Section 33-1244(b) bars acceptance of a report until prior report defaults are cured.
Does missing an annual-report reminder excuse filing? No. Section 33-1243(d) says failure to receive the Secretary's due notice does not relieve the corporation of the filing requirement.
Statutes and sources
- Conn. Gen. Stat. § 33-1000 — “Connecticut Revised Nonstock Corporation Act” (official chapter, accessed 2026-09-29).
- § 33-1013 — “filing certificate of reinstatement, including appointment of registered agent, one hundred ten dollars” (official chapter, accessed 2026-09-29).
- § 33-1050 — “shall continuously maintain in this state” an office and agent (official chapter, accessed 2026-09-29).
- § 33-1181 — “more than two years in default of filing its annual report” and “within three months” (official chapter, accessed 2026-09-29).
- § 33-1182 — “The administrative dissolution of a corporation does not terminate the authority of its registered agent.” (official chapter, accessed 2026-09-29).
- § 33-1183 — “When the reinstatement is effective, it relates back” (official chapter, accessed 2026-09-29).
- § 33-1184 — “within thirty days after return of the application” (official chapter, accessed 2026-09-29).
- § 33-1243 — “The first annual report of a corporation formed on or after January 1, 2020, shall be filed not later than ninety days” (official chapter, accessed 2026-09-29).
- § 33-1244 — “which fails to file its annual report on or before the due date thereof, shall be in default” (official chapter, accessed 2026-09-29).
Source links
Every statute quoted above, linked, with the date we checked it.
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