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How To Withdraw A Foreign Connecticut LLC Or Corporation


Connecticut Secretary Of The State Certificate Of Authority Cancellation Requirements And Instructions

There are separate Connecticut Secretary of the State (SOTS) forms for withdrawing a limited liability company or corporation registered in Connecticut.

Foreign LLC registered in Connecticut:

File a Cancellation of Registration form with Connecticut SOTS.

Foreign corporation registered in Connecticut:

File an Application for Certificate of Withdrawal with Connecticut SOTS.

You can write on the forms in ink or you can type in your information. There are Connecticut SOTS forms available but you do not have to use them. You may draft your own documents. You do not need original signatures on your cancellation or withdrawal forms.

You can file documents with Connecticut SOTS by mail, fax, or in person. If you file by fax you can choose normal or expedited processing. You will have to include your Visa or MasterCard information on the Fax Filing Service Request cover sheet. Connecticut SOTS accepts walked in documents between 8:30 am and 4:00 pm, Monday-Friday. To request expedited processing for mailed or walked in documents, include an Expedited Service Request form with your filing. Connecticut SOTS accepts Visa, MasterCard, check or cash. Make checks for fees payable to Secretary of the State.

Foreign Connecticut LLC and Corporation Withdrawal FAQ

How much does it cost to cancel your out of state registration with Connecticut?

  • There is a $120 filing fee to cancel your foreign Connecticut Limited Liability Company.
  • There is a $100 filing fee to withdraw your foreign corporation.
  • The fee is only $40 for non-stock (nonprofit) corporations.
  • Expedited processing is available for an additional $50 fee.

Do you need a Connecticut Department of Revenue clearance first?

No. You don’t need to get tax clearance from the Connecticut Department of Revenue Services (DRS) to withdraw your foreign corporation or LLC. However, foreign business entities have to pay DRS taxes for the year they register with the Secretary of the State and every year they are registered with the Connecticut SOTS. This includes the year you withdraw your business. After filing for withdrawal with the SOTS, contact the DRS to close your business tax account. You can send them a copy of the withdrawal or a letter including the name of the organization, CT tax number, name and position, and phone number.

Registration Maintenance Unit
Department of Revenue Services
PO Box 2937
Hartford, CT 06104-2937
(860) 509-6000

Check with the DRS to see if your business needs to file a final tax return.

How long does it take the state to process the withdrawal filing?

  • Normal Processing takes 5 business days and documents are then mailed to the submitter.
  • It takes the SOTS 5 days to process dropped off documents unless you request expedited service.
  • Expedited processing is completed within 48 hours of receipt.
  • Expedited documents are mailed the next business day at 4:00 if not picked up.

What agency do you need to file the withdrawal with?

Connecticut Secretary of the State
Commercial Recording Division
P.O. Box 150470
Hartford, CT 06115-0470

30 Trinity Street
Hartford CT 06106

Phone: (860) 509-6003
Fax: (860) 509-6069

What happens if you don’t file an application for a certificate of withdrawal and just let your annual report go unfiled?

Connecticut foreign LLCs that don’t file their annual reports are in default with SOTS. This means you are listed as being not in good standing.

If you just don’t file an annual report, how long before you lose your Certificate of Authority?

If you don’t file your Connecticut LLCs annual report you are in default. This basically means you are not in good standing until you file the late report. In the past, a Connecticut LLC that didn’t file the annual report would be forfeited by SOTS, but not anymore.

SOTS will still forfeit your Connecticut LLC if you don’t have a Connecticut registered agent for 60 days or more.

What are the late fees and penalties to re-register a foreign business in Connecticut?

Foreign corporations and LLCs that have been revoked in Connecticut can’t reinstate. If your foreign registration was revoked and you want to re-register, you have to submit a new application for authority or registration.

  • LLC foreign registration: $120
  • Corporation foreign registration: $385 (includes the $285 license fee)

How long does the registered agent have to accept service of process after a foreign corp or llc has filed a Certificate of Withdrawal of Registration?

When you withdraw your foreign corporation or LLC from Connecticut, you are required to designate the SOTS as your agent for service of process. SOTS will then forward the documents to the business. So once the Connecticut LLC has filed the cancellation, the registered agent no longer has to accept service of process.

File with the  Secretary of State to resign as Connecticut registered agent for a foreign corporation or LLC.

Connecticut Secretary of the State – Forms

Connecticut Department of Revenue

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