Register a Connecticut Foreign LLC
A Connecticut Foreign LLC is an LLC formed in another state or jurisdiction that has registered in Connecticut to transact business there. You can register a foreign LLC in Connecticut by submitting a Foreign Registration Statement to the Connecticut Secretary of State and paying the $120 state filing fee. While the Connecticut Secretary of State does not define what it means to transact business, in most scenarios, if your LLC hires employees, sells goods and services, applies for a professional license, or owns property in Connecticut, it will need to register as a a foreign LLC.
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How To Register a Foreign LLC in Connecticut
To register a foreign LLC in Connecticut, you must submit a Foreign Registration Statement to the Connecticut Secretary of State. Registering a foreign LLC in another state or jurisdiction is called foreign qualification. Here’s how it works:
1. Appoint a Connecticut Registered Agent
Every LLC that does business in Connecticut needs a Connecticut registered agent. Your registered agent’s job is to accept important legal mail on behalf of your business. Your registered agent must have a physical address in Connecticut where they maintain regular business hours.
Can I be the registered agent for my foreign LLC in Connecticut?
To act as your own registered agent in Connecticut, you must live the state. Most people who register foreign LLCs in Connecticut don’t live there. So what should you do instead? In this situation, many businesses opt to hire a registered agent service to accept important notices. Connecticut also offers another option: designating the Secretary of State as your registered agent. Not many states allow this, but Connecticut permits it for foreign LLCs.
Why hire a registered agent service?
There are significant benefits to hiring a registered agent service, including speed and privacy protection. For example, at Northwest, we scan and upload legal mail to a secure account the same day it arrives in our office. This way, you can see it right away, even if you’re traveling.
2. Complete the Foreign Registration Statement
To officially register your Connecticut foreign LLC, you’ll need to fill out and submit a Foreign Registration Statement to Connecticut’s Secretary of State. Make sure your application includes the following information:
- Entity name. This will be the one you use in your home state.
- Alternate name to be used in Connecticut. This is only necessary if your original name is not available. A Business Records Search can tell you if a name is currently in use.
- The state where your LLC was originally formed.
- Date the business formed.
- Date your foreign LLC began or will begin conducting business in Connecticut.
- Principal office address (street address only).
- Principal office mailing address (street address or P.O. box).
- Address in your home state.
- Email address. If you want, you can check the box for “none” and skip.
- NAICS code (a number used for categorizing businesses).
- Registered agent name and address.
- A signature from your registered agent showing that they accept the duties of this role.
- Manager or member information. You’ll need to list a name, title, home and business address of at least one manager or member.
- Signature of person preparing form. This can be someone outside of your LLC.
Ready to get started? Register your foreign LLC in Connecticut with Northwest.
How much does it cost to file the Foreign Registration Statement in Connecticut?
The state filing fee is $120. You can pay online with a credit card. You also have the option of mailing your paperwork, or you can deliver it by hand if you live nearby, though Connecticut discourages filing this way.
How do I file the Foreign Registration Statement in Connecticut?
Connecticut prefers you fill out the application online via the Connecticut business portal. The Secretary of State’s office says mail and hand delivery are “strongly discouraged” in the Nutmeg State.
Business One Stop
Business Services Division
Connecticut Secretary of the State
P.O. Box 150470
Hartford, CT 06115-0470
Business Services Division
Connecticut Secretary of the State
165 Capitol Avenue, Suite 1000
Hartford, CT 06106
Do I need a Certificate of Good Standing from my LLC's home state?
No. Connecticut does not require foreign LLCs to submit a Certificate of Good Standing.
Do foreign LLCs need to file a Certificate of Organization?
No, foreign LLCs do not need to file Connecticut formation documents. Your foreign LLC will still be considered domestic to the state or jurisdiction where it was originally formed and simply needs to register with the state of Connecticut by filing the Foreign Registration Statement.
3. Receive your Certificate of Registration
Once your application is accepted by the Secretary of State’s office, you’ll receive a verification certificate in the mail that authorizes your LLC to legally transact business in Connecticut as a foreign LLC.
How long will it take for Connecticut to approve the Foreign Registration Statement?
Connecticut processes online filings in about 3 days. Mail or in person filings can take anywhere from a week to a whole month. There are no expedited options.
Connecticut Foreign LLC Registration FAQ
How do I amend a foreign LLC in Connecticut?
Submit an Amendment of Foreign Registration Statement to the Connecticut Secretary of State and pay a $120 filling fee.
What does it mean to do business in Connecticut?
Connecticut’s legal statutes don’t specify what actions count as doing business in the state. Conn. Gen. Stat. § 34-275D lists the activities that DON’T count as doing business, but the law doesn’t say what does count. However, if you’re doing things like hiring employees, purchasing property, or opening a location in Connecticut, there’s a good chance you should register your foreign LLC with the state. If you’re not sure, consult a business attorney to make sure your business is legally compliant.
Read more on what counts as doing business in another state.
Do I have to file an annual report for my foreign Connecticut LLC?
Yes. The Connecticut annual report must be filed between January 1 and March 31 of every year. Submitting a report costs $80. If you don’t meet the deadline, though, you run the risk of losing your good standing. And after a year of noncompliance, Connecticut can opt to withdraw your foreign LLC.
How can I withdraw my foreign LLC?
File a Statement of Withdrawal of Registration with the Secretary of State. The cost is $120.
How are foreign LLCs taxed in Connecticut?
A foreign LLC in Connecticut is taxed as a pass-through entity by default. This means that the LLC itself doesn’t pay taxes. Instead, its profits (or losses) pass through the LLC and onto the tax returns of the members of the LLC. The members are then responsible for paying taxes to the IRS. LLCs can also elect to be taxed as an S-Corp or C-Corp.
For more information on taxes, check out our Connecticut tax guide.