Connecticut Foreign LLC Certificate of Authority Filing Package

CONNECTICUT FOREIGN LLC — FOREIGN REGISTRATION STATEMENT FILING PACKAGE

Filing Authority: Connecticut Secretary of the State, Business Services Division
Statute: C.G.S. § 34-275a (Connecticut Uniform Limited Liability Company Act — Chapter 613a)
Official Form: Foreign Registration Statement — Foreign Limited Liability Company (filed via business.ct.gov)
Filing Fee: $120.00
Annual Report Fee: $80.00 (due annually between January 1 and March 31)

1. OVERVIEW

A limited liability company organized under the laws of any state or jurisdiction other than the State of Connecticut must register with the Connecticut Secretary of the State before transacting business in Connecticut. C.G.S. § 34-275a bars a non-registered foreign LLC from transacting business or maintaining any action or proceeding in Connecticut courts.

Connecticut adopted the Uniform Limited Liability Company Act (Chapter 613a, effective July 1, 2017), modernizing the foreign-qualification regime under §§ 34-275 to 34-275i. The current statute uses "Foreign Registration Statement" terminology rather than the historical "Certificate of Authority."

2. PRE-FILING CHECKLIST

☐ Confirm the LLC is in good standing in its home jurisdiction.
☐ Connecticut does NOT statutorily require a Certificate of Good Standing for foreign LLC registration; however, the Business Services Division may request one in particular cases.
☐ Conduct a Connecticut name availability search via the Business.CT.gov Business Records Search.
☐ If the LLC's true name is unavailable or non-compliant, prepare an alternate name (C.G.S. § 34-243d).
☐ Confirm the LLC name contains "Limited Liability Company," "L.L.C.," or "LLC."
☐ Appoint a Connecticut registered agent (commercial or non-commercial) — must have a Connecticut street address (C.G.S. § 34-243q).
☐ Obtain registered agent's consent (electronic acknowledgment within the online filing system).
☐ Determine the date the LLC first transacted business in Connecticut (penalty exposure under C.G.S. § 34-275a(g)).
☐ Confirm principal office address.
☐ Determine the LLC's home-jurisdiction file/registry number and date of organization.
☐ Identify whether the LLC is member-managed or manager-managed.
☐ Prepare filing fee: $120.00. Filing is required online via business.ct.gov.
☐ Create a Business.CT.gov account for the filer.
☐ Identify FEIN for post-qualification tax registrations (myconneCT).

3. NAME DISTINGUISHABILITY (C.G.S. § 34-243d, § 34-275e)

Name reservation: 120 days at $60.

4. FOREIGN REGISTRATION STATEMENT — FOREIGN LIMITED LIABILITY COMPANY

Filed online via the Connecticut Business Services Division portal at business.ct.gov. The fields below mirror the online form and C.G.S. § 34-275b.

STATE OF CONNECTICUT
OFFICE OF THE SECRETARY OF THE STATE
FOREIGN REGISTRATION STATEMENT — FOREIGN LIMITED LIABILITY COMPANY

Pursuant to C.G.S. § 34-275a and § 34-275b, the undersigned foreign limited liability company hereby registers to transact business in the State of Connecticut and states as follows:

1. True Name of the Foreign Limited Liability Company:
[________________________________]

2. Alternate Name for Use in Connecticut (only if the true name is unavailable or non-compliant under C.G.S. § 34-275e):
[________________________________]

3. Jurisdiction of Organization (state or country): [________________________________]

4. Date of Organization in Home Jurisdiction: [__/__/____]

5. Principal Office Address (street and mailing):

6. NAICS Code (North American Industry Classification System): [____]

7. Email Address (required for filings and notices): [________________________________]

8. Connecticut Registered Office and Registered Agent (C.G.S. § 34-243q):

9. Names and Business Addresses of At Least One Member or Manager:

10. Management Structure:
☐ Member-Managed
☐ Manager-Managed

11. Email Address for Annual Report Notices: [________________________________]

12. Effective Date of Registration (if other than filing date — within 90 days): [__/__/____]

13. Execution. I, the undersigned, certify under penalty of false statement under C.G.S. § 53a-157b that the foreign limited liability company named above hereby applies for foreign registration in Connecticut and that the statements made in this Foreign Registration Statement are true and correct.

14. Registered Agent Acknowledgment / Acceptance:

5. FEE SCHEDULE

Filing methods: Online only at business.ct.gov for the Foreign Registration Statement and most LLC filings (expedited service is available only for online filings).

Connecticut Secretary of the State, Business Services Division
P.O. Box 150470, Hartford, CT 06115-0470
Phone: (860) 509-6200 | Email: [email protected]

6. POST-QUALIFICATION COMPLIANCE

☐ Register with the Connecticut Department of Revenue Services (DRS) via myconneCT for applicable taxes:
☐ Business Entity Tax was REPEALED effective January 1, 2020 (Public Act 19-117) — no longer applies.
☐ Sales and Use Tax Permit
☐ Withholding Tax (if Connecticut employees)
☐ Pass-Through Entity Tax (PE tax) — Note: effective for tax years beginning on or after January 1, 2024, the PE tax is OPTIONAL/elective per Public Act 23-204, replacing the previously mandatory PE tax.
☐ Corporation Business Tax (only if LLC elects corporate taxation)
☐ Industry-specific taxes (room occupancy, dry-cleaning, admissions, etc.)
☐ Register with the Connecticut Department of Labor for Unemployment Compensation Insurance if employing Connecticut workers.
☐ Register for Connecticut Paid Family and Medical Leave (CT Paid Leave) if employing Connecticut workers.
☐ Obtain Workers' Compensation Insurance through a licensed carrier (mandatory under C.G.S. § 31-284).
☐ File Annual Report between January 1 and March 31 each year via business.ct.gov. Fee: $80. Failure to file may lead to forfeiture of registration.
☐ Maintain a continuous Connecticut registered agent.
☐ File Amendment to Foreign Registration Certificate ($120) within 90 days of any change to true name, jurisdiction, or other material registration information.
☐ Update registered agent or office changes ($50).
☐ Local business licenses: many Connecticut municipalities (Hartford, Bridgeport, New Haven, Stamford) require local business or zoning approvals.

7. ANNUAL REPORT TIMELINE

8. AMENDMENT OF FOREIGN REGISTRATION (C.G.S. § 34-275c)

A registered foreign LLC must file an amendment to its Foreign Registration Statement when any of the following changes:

☐ The true name of the foreign LLC in its home jurisdiction
☐ The jurisdiction of organization
☐ The Connecticut alternate name (if any)
☐ The principal office address
☐ Other information statutorily required in the Foreign Registration Statement

Amendment filing fee: $120. Registered agent / registered office changes are filed separately ($50).

9. WITHDRAWAL PROCEDURE (C.G.S. § 34-275h)

A foreign LLC that ceases to transact business in Connecticut must file a Statement of Withdrawal with the Business Services Division ($120 fee).

WITHDRAWAL CHECKLIST:

☐ File all delinquent annual reports and pay outstanding fees.
☐ Settle Connecticut tax obligations: file final returns and request DRS clearance via myconneCT.
☐ Close payroll, UI, CT Paid Leave, and workers' compensation accounts.
☐ Cancel local business licenses.
☐ Prepare Statement of Withdrawal:

☐ Submit Statement of Withdrawal online with $120 fee.
☐ Retain confirmation of withdrawal for records.

10. PENALTIES FOR TRANSACTING WITHOUT REGISTRATION (C.G.S. § 34-275a(g))

A foreign LLC transacting business in Connecticut without a valid foreign registration certificate:

• May NOT maintain any action or proceeding in any Connecticut court until it registers.
• Is liable for all fees and taxes that would have been imposed had it timely registered.
• Is liable for all interest and penalties imposed by law for failure to pay such fees and taxes.
• Is liable for a statutory civil penalty of $300 per month (or part of a month) of unauthorized transaction of business — except that an LLC that registers within 90 days of commencing business in Connecticut is NOT subject to the monthly penalty.
• Remains liable for all contracts; failure to register does not impair validity of contracts and does not prevent the LLC from defending an action.
• The Attorney General may bring proceedings within three years of the Secretary of the State's assessment.
• A limitation on member/manager liability is NOT waived by failure to register.

11. NOTABLE 2024–2025 DEVELOPMENTS

• CT Pass-Through Entity Tax made elective for tax years beginning on or after January 1, 2024 (Public Act 23-204). Foreign LLCs treated as partnerships may opt in or out.
• The Connecticut Business Entity Tax ($250 biennial) was repealed effective January 1, 2020 — verify if still listed in older guides.
• The CT Paid Family and Medical Leave program (CT Paid Leave) continues to impose employer-contribution and remittance obligations for foreign LLCs with Connecticut employees.
• The Business.CT.gov platform has consolidated filings — paper Foreign Registration Statement filings are no longer accepted for most LLC filings.
• Continued federal Corporate Transparency Act / BOI reporting requirements may apply to foreign-qualified LLCs (verify current FinCEN enforcement status).

12. SOURCES AND REFERENCES

• C.G.S. Chapter 613a (Connecticut Uniform Limited Liability Company Act)
• C.G.S. § 34-275a — Registration to transact business
• C.G.S. § 34-275b — Foreign registration statement
• C.G.S. § 34-275c — Amendment of foreign registration certificate
• C.G.S. § 34-275d — Activities not constituting transacting business
• C.G.S. § 34-275h — Withdrawal of registration
• Connecticut Secretary of the State, Business Services Division: business.ct.gov
• Connecticut Department of Revenue Services (myconneCT): portal.ct.gov/DRS
• Connecticut Department of Labor: ctdol.state.ct.us
• CT Paid Leave Authority: ctpaidleave.org