Foreign Qualification Application

Connecticut Foreign Qualification Preparation Worksheet

Purpose and Scope

Use this worksheet to prepare a foreign-entity registration filed with the Connecticut Secretary of the State, Business Services Division ("SOTS"). Two tracks are covered:

• Track A — Foreign for-profit stock corporation: the Application for Certificate of Authority under Conn. Gen. Stat. §§ 33-920 and 33-922.
• Track B — Foreign limited liability company: the Foreign Registration Certificate (form titled Foreign Registration Statement) under the Connecticut Uniform Limited Liability Company Act ("CULLCA"), Conn. Gen. Stat. §§ 34-275a and 34-275b.

Both tracks are filed online through a Business.CT.gov account (recommended; expedited service is online only) or by paper filing. Do not file this worksheet. Transfer the completed information to the current SOTS form or the online portal.

Part 1 — Is Connecticut Registration Required?

A foreign corporation, other than an insurance, surety, or indemnity company, may not transact business in Connecticut until it obtains a certificate of authority from the Secretary of the State (§ 33-920(a)). A foreign LLC may not transact business until it registers under §§ 34-275 to 34-275i (§ 34-275a(a)).

Connecticut does not affirmatively define "transacting business," but both statutes list activities that do not, by themselves, constitute transacting business (§ 33-920(b) for corporations; § 34-275d for LLCs), including:

• maintaining, defending, or settling a court, administrative, or arbitration proceeding;
• holding meetings of the entity's owners or managers or carrying on other internal affairs;
• maintaining bank accounts;
• maintaining offices or agencies for the entity's own securities;
• selling through independent contractors;
• soliciting or obtaining orders that require acceptance outside Connecticut before they become contracts;
• creating or acquiring indebtedness, mortgages, and security interests in property;
• securing or collecting debts or enforcing rights in property securing debts;
• transacting business in interstate commerce (§ 33-920(b)(11)); and
• conducting an isolated transaction completed within a limited period and not in the course of repeated similar transactions.

☐ Legal review obtained before relying on a § 33-920(b) / § 34-275d exception

Describe the entity's Connecticut activities: [________________________________]

Part 2 — Choose the Correct Track

☐ Track A: foreign for-profit stock corporation (Application for Certificate of Authority)

☐ Track B: foreign limited liability company (Foreign Registration Statement)

Stop and use the entity-specific form if the applicant is a:

☐ foreign nonstock (nonprofit) corporation (Application for Certificate of Authority, $40 fee; different statute, Conn. Gen. Stat. ch. 602)

☐ foreign professional corporation, limited partnership, limited liability partnership, or statutory trust

Part 3 — Current Filing Route and Fee

Fees are subject to change; confirm the current SOTS fee schedule on Business.CT.gov before paying. The $385 corporate fee includes a $285 license fee in addition to the $100 filing fee.

Part 4 — Home-Jurisdiction Existence

Connecticut requires the applicant to deliver, with the completed application, a certificate of existence (or document of similar import) duly authenticated by the official having custody of entity records in the jurisdiction of formation (§ 33-922(b) for corporations; § 34-275b(b) for LLCs). Certified copies of the charter are not required; the certificate of existence should be dated within 90 days of filing.

☐ Home-jurisdiction certificate of existence obtained (dated within 90 days)

Part 5 — Name, Formation, and Registration Details

Corporation name (§ 33-925): the corporate name must satisfy § 33-655 and be distinguishable in SOTS records. If the true name is unavailable or lacks a corporate designator, the corporation may add "corporation," "incorporated," "company," or "limited" (or an abbreviation), or adopt a compliant alternate name for Connecticut use.

LLC name (§§ 34-243k, 34-275e): the name must contain "limited liability company," "L.L.C.," or "LLC" (with permitted abbreviations). A foreign LLC whose name does not comply with § 34-243k must adopt a compliant alternate name under § 34-275e before it may register.

Part 6 — Connecticut Registered Agent and Registered Office

Every foreign entity must appoint and continuously maintain a Connecticut registered agent and registered office (a physical Connecticut street address, no P.O. box): § 33-926 for corporations; § 34-247 for LLCs (which requires a registered agent under § 34-247(b)). The registered agent is the entity's agent for service of process (§ 33-929; CULLCA service under § 34-243r). Changes are made under § 33-927 (corporation) or the applicable CULLCA change-of-agent filing.

Part 7 — Governing Persons

Track A — Corporation Officers and Directors

The corporation must list the names and business and residence addresses of its directors and officers (§ 33-922(a)(7)). If good cause is shown (e.g., a personal-security risk from disclosing a residence address), the Secretary of the State may accept business addresses in lieu of both.

Track B — LLC Registration Details

CULLCA's foreign registration certificate does not require a public list of members or managers on the initial filing; identifying information is captured on the annual report (§ 34-247k). Record the entity's management structure for internal use.

Part 8 — Execution

The application/registration is signed by a person authorized to act for the entity. A person who signs a filed record delivered to the Secretary of the State affirms under penalty of law that its contents are accurate (see § 34-247d for LLC records). Notarization is not required.

Part 9 — Filing Checklist

☐ Correct SOTS form selected (Application for Certificate of Authority, or Foreign Registration Statement)

☐ Filing fee calculated ($385 corporation / $120 LLC)

☐ Exact legal name, alternate name if needed, jurisdiction, and formation date entered

☐ Home-state certificate of existence (dated within 90 days) attached

☐ Valid entity e-mail address and NAICS code entered

☐ Connecticut registered agent and registered office (no P.O. box) completed

☐ Directors/officers (Track A) listed with business and residence addresses

☐ Authorized person signed

☐ Filed via Business.CT.gov or submitted as a paper filing

Part 10 — Ongoing Requirements (Annual Report)

Connecticut requires foreign entities to file an annual report with the Secretary of the State to remain in good standing:

• Track A (corporation): annual report required under § 33-953; file through Business.CT.gov. Confirm the current foreign stock-corporation annual-report fee on Business.CT.gov before filing.
• Track B (LLC): annual report required under § 34-247k; fee $80; filed online between January 1 and March 31 each year. Connecticut does not accept paper LLC annual reports.

Amended annual report (effective January 1, 2025): Connecticut now requires an amended annual report when key registry information (officers, directors, managers, members, principal-office address, registered agent, NAICS code, or business e-mail) changes after the annual report is filed — do not wait until the next annual cycle.

Note: Connecticut repealed its $250 Business Entity Tax (for periods beginning on or after January 1, 2020). Do not budget for the BET; verify current tax obligations with the Department of Revenue Services.

Part 11 — Changes After Registration

• Corporation (§ 33-923): obtain an amended certificate of authority if the corporation changes (1) its corporate name, (2) its period of duration, or (3) its state/country of incorporation. The § 33-922 requirements apply to the amendment.
• LLC (§ 34-275c): file an amendment to the foreign registration certificate if there is a change in (1) the company's name or (2) its governing jurisdiction. A change resulting from a merger is handled by a transfer of registration under § 34-275f.
• Change of registered agent/office: file the applicable SOTS change form (corporation: § 33-927).

Confirm the current SOTS amendment fee before filing.

Part 12 — Voluntary Withdrawal

• Corporation (§ 33-932): a foreign corporation may not withdraw until it obtains a certificate of withdrawal from the Secretary of the State.
• LLC (§ 34-275h): a registered foreign LLC withdraws by delivering a certificate of withdrawal of registration stating the company's name and governing jurisdiction, that it is not transacting business and withdraws its registration, that it revokes the registered agent's authority, and a mailing address for forwarded service of process.

Part 13 — Consequences of Nonregistration

A foreign entity that transacts business in Connecticut without registering when required:

• may not maintain a proceeding in any Connecticut court until it obtains a certificate of authority/registration (§ 33-921(a); § 34-275a(e), applying § 34-275(a)–(b));
• appoints the Secretary of the State as its agent for service of process for causes of action arising out of that business (§ 34-275a(f); revocation likewise appoints the Secretary under § 33-936(d));
• is liable to the state for all fees and taxes that would have been imposed had it registered, plus a penalty of $300 for each month (or part thereof) it transacted business without authority — except that an entity which obtains authority within 90 days after it commenced business is not liable for the monthly penalty (§ 33-921; § 34-275a(g)); and
• may be enjoined by the Attorney General from further transacting business (§ 34-275i).

Failure to obtain authority does not impair the validity of the entity's acts or its contracts and does not prevent it from defending a proceeding in Connecticut (§ 33-921(b)).

Part 14 — Revocation by the Secretary of the State

The Secretary of the State may revoke a foreign entity's authority/registration on the grounds in § 33-935 (corporations) or § 34-275g (LLCs), including failure to file the annual report, nonpayment of fees or penalties, or lack of a registered agent/office. For corporations, the Secretary gives notice by electronic mail (per P.A. 24-111) and allows a 90-day period to cure before revoking (§ 33-936); for LLCs the Secretary gives not less than 20 days' written notice before revocation (§ 34-275g(b)). A corporation may appeal a revocation to the Superior Court within 30 days after service is effective (§ 33-937).

Sources and References

• Connecticut Business Services (SOTS) — Business.CT.gov
• Foreign LLC Forms and Fees — Business.CT.gov (Foreign Registration Statement $120; annual report $80, Jan 1–Mar 31)
• SOTS Application for Certificate of Authority — Foreign Corporation (Fee $385; nonstock $40; Rev. 01/2024)
• Conn. Gen. Stat. ch. 601 — Business Corporations (§§ 33-920 to 33-953)
• Conn. Gen. Stat. ch. 613a — Connecticut Uniform Limited Liability Company Act (§§ 34-243 to 34-283d)
• Conn. Gen. Stat. § 33-922 — Application for certificate of authority (FindLaw, current as of Jan. 1, 2025)

Verify the live Secretary of the State form, fee, and the current text of the cited statutes on Business.CT.gov and cga.ct.gov immediately before filing.