Connecticut Prices Corporations and LLCs Very Differently
The first thing to establish about Connecticut is which entity you are, because the state charges a foreign limited liability company $120 to register and a foreign stock corporation $385. The gap widens after registration: the annual report is $80 for an LLC and $435 for a stock corporation. Over five years that is $520 for the LLC against $2,125 for the corporation, from the same statute book and the same office.
The $385 corporation figure is not a typo and it is not a penalty. The Secretary of the State's published schedule notes that the Application for Certificate of Authority fee includes a $285 license fee, which is a Connecticut convention that survives from the state's older franchise arrangements. Filers who budget $120 for a corporation because that is what the LLC page said are $265 short before they start.
A limited liability company files a Foreign Registration Statement. A corporation files an Application for Certificate of Authority. Both go to the Connecticut Secretary of the State, and both must be accompanied by a certificate of the entity's legal existence from its state of formation, authenticated by a proper officer of that state. Connecticut adds a timing rule that is worth reading precisely: the certificate must be received within 90 days from the date of issuance. The clock runs from issue, not from signature or submission.
The Connecticut footprint that triggers registration
Connecticut is a small state ringed by larger markets, so most registrations here are driven by people crossing a border rather than by a company relocating. A Stamford or Hartford office, employees living in Connecticut and drawing a Connecticut payroll, a contractor running residential or commercial jobs across the eastern half of the state, a laboratory or clinical service with a Connecticut facility, or a distributor holding inventory in a Connecticut warehouse. New York and Massachusetts companies working the Fairfield County and Hartford corridors are the most common filers, and the most common to assume they do not need to.
The eleven activities Connecticut excludes
Connecticut General Statutes 33-920(b) sets out what a foreign corporation may do without transacting business in the state: maintaining, defending or settling any proceeding; holding board or shareholder meetings and other internal corporate affairs; maintaining bank accounts; maintaining offices or agencies for the transfer, exchange and registration of its own securities, or trustees or depositaries for them; selling through independent contractors; soliciting or obtaining orders, whether by mail or through employees or agents, if the orders require acceptance outside Connecticut before they become contracts; creating or acquiring indebtedness, mortgages and security interests; securing or collecting debts and enforcing those security interests; owning, without more, real or personal property; conducting an isolated transaction completed within 30 days that is not one in the course of repeated transactions of a like nature; and transacting business in interstate commerce.
Contractors should read item ten carefully. A single job finished inside a month is isolated. A rolling schedule of jobs across a county is a course of repeated transactions, and the length of each individual job does not change that.
Assembling the Connecticut Filing
Connecticut at a glance
| Item | Foreign LLC | Foreign stock corporation |
|---|---|---|
| The filing | Foreign Registration Statement | Application for Certificate of Authority |
| Fee | $120 | $385, including a $285 license fee |
| Home-state certificate | Legal existence, within 90 days of issue | Legal existence, within 90 days of issue |
| Annual report | $80 | $435 |
| Annual report method | Online only | Online only |
| Change of agent | $50 | $50 |
| Name reservation | $60 | $60 |
Step 1: Order the certificate of legal existence
Connecticut uses the phrase certificate of legal existence and notes that other states call the same document a certificate of good standing. It has to be authenticated by a proper officer of the state of formation and it has to reach Connecticut within 90 days of the date it was issued. Because the window runs from issue rather than from submission, a certificate ordered early and held while the agent question is settled can expire in a drawer. Our Connecticut certificate guide covers the same document in the other direction.
Step 2: Check the name and reserve if needed
Connecticut will not register a name that conflicts with one already on its record, and a name reservation costs $60. Foreign corporations can also register a corporate name in Connecticut for $60 as a defensive measure while the rest of the package is assembled. If the true name is unavailable, the entity registers under a name Connecticut will accept. Search first on the Connecticut business search, and read Connecticut trade name filing, which happens at town level rather than with the state.
Step 3: Appoint the agent, and note Connecticut's options
Connecticut gives an LLC three routes. It may appoint the Connecticut Secretary of the State as its agent, an individual who is a Connecticut resident including a manager or member of the company, or a business entity that is itself registered in Connecticut. What it may not do is appoint itself. Appointing the Secretary of the State sounds convenient and is usually a mistake, because service of process then arrives by a route nobody in the business is watching. A commercial agent with a Connecticut street address is the practical answer, and our Connecticut agent guide, the agent service page and changing the agent cover the mechanics. Changing an agent later costs $50.
Step 4: File through Business.CT.gov
Connecticut has consolidated business filings onto Business.CT.gov, and annual reports in particular must be filed online with a credit card. Submit the registration with the certificate of legal existence attached and the correct fee for your entity type. The Connecticut forms index and the fee reference list current versions.
Step 5: Register with the Department of Revenue Services
The Secretary of the State does not open tax accounts. Sales and use tax, withholding and business tax registrations run through the Connecticut Department of Revenue Services, and a company with Connecticut employees will also be dealing with the Department of Labor. Our Connecticut sales tax page and the EIN step cover the sequence.
The $300 a Month Penalty, and Its 90 Day Grace
Connecticut General Statutes 33-921 is the section to know, and it contains a mercy clause that most state penalty provisions do not.
The bar comes first: a foreign corporation transacting business in Connecticut without a certificate of authority may not maintain a proceeding in any court in this state until it obtains one. Then the money. The corporation is liable to the state for all fees and taxes that would have been imposed had it duly applied for and received a certificate of authority and thereafter filed all reports required by law, plus interest, plus a civil penalty of $300 for each month or part of a month during which it transacted business without a certificate of authority.
The grace clause is the part worth acting on. A corporation that obtains its certificate within 90 days of commencing business in Connecticut avoids the monthly penalty entirely. That turns the Connecticut question into a deadline rather than an open-ended risk: if you have started, you have a quarter to fix it cleanly.
- $4,200 in civil penalty at $300 for each of fourteen months or parts of months
- $385 registration fee that was due at the start
- $435 per missed annual report for a stock corporation, plus interest
- All Connecticut taxes that would have been imposed had the certificate been obtained on time
- No proceeding maintainable in any Connecticut court until the certificate issues
- Zero of the above if the certificate had been obtained inside 90 days of commencing business
The Attorney General may bring a collection action within three years of the Secretary of the State's assessment and may seek an injunction preventing the corporation from transacting further business until it pays. As elsewhere, failure to obtain the certificate does not impair the validity of the corporation's acts and does not stop it defending a proceeding. The asymmetry is deliberate and it is the reason the 90 day window deserves a diary entry the day the first Connecticut invoice goes out.
Qualify in another state
If you would rather not do this yourself, we obtain the home-state certificate, appoint the agent, and file the application. Or keep reading and file it on your own. This guide covers everything you need either way.
Three Connecticut Registrations in Practice
Example 1: A Massachusetts lab service opens in Shelton
Housatonic leased a Shelton processing facility and put couriers on the road across Fairfield and New Haven counties. As an LLC the registration cost $120, the Massachusetts certificate of legal existence was ordered eleven days before submission to stay inside the 90 day window, and the annual report will be $80 rather than the $435 a corporation would pay.
Outcome: Registered inside the 90 day grace window, so no part of the monthly penalty was ever in play.
Example 2: A New York staffing corporation runs past 90 days
Empire Metro opened a Stamford office and left the registration on a list for fourteen months. Under section 33-921 the civil penalty is $300 for each month or part of a month, which put the exposure at $4,200 before the $385 filing fee, the missed $435 annual report or the back taxes were counted. Registering in month three would have cost $385 and nothing else.
Outcome: The most expensive fourteen months of administrative drift the company has ever recorded.
Example 3: A Rhode Island roofer working across the border
Narragansett took jobs across eastern Connecticut for two seasons, treating each roof as an isolated transaction completed within 30 days. Section 33-920(b)(10) excludes an isolated transaction only where it is not one in the course of repeated transactions of a like nature, and a rolling schedule of roofs is exactly that course. The company registered at $120 once it understood the distinction.
Outcome: Registered voluntarily rather than under a homeowner's mechanic lien dispute, which is a different conversation entirely.
Five Mistakes Connecticut Filers Make
Mistake 1: Measuring the 90 days from the wrong date
Connecticut requires the certificate of legal existence to be received within 90 days from the date of issuance. Filers who read that as 90 days from submission, or who order early and hold the certificate while the agent appointment is arranged, arrive with a document Connecticut will not take. Order it once everything else is ready.
Mistake 2: Budgeting the LLC fee for a corporation
$120 and $385 are both correct Connecticut registration fees, for different entity types, and the annual reports are $80 and $435. A corporation that budgets from the LLC page is short on the filing and then short again every year. Check which schedule applies before the board approves the expansion budget.
Mistake 3: Appointing the Secretary of the State as agent
Connecticut permits it, which is why it happens. The effect is that service of process and state correspondence route through an office rather than to a person who works for you, and the first anyone hears of a lawsuit can be a default. Appoint a commercial agent or a named Connecticut resident who actually opens the post.
Mistake 4: Trying to file the annual report on paper
Connecticut requires all annual reports to be filed online through Business.CT.gov with a credit card. There is no paper alternative to fall back on when the online account is not set up, and a report that is not filed is a report that is late. Our Connecticut annual report guide and the filing page cover the process, and reinstatement is the route back if the entity has already lapsed.
Mistake 5: Letting the 90 day grace window close
This is the Connecticut-specific one. The $300 monthly penalty in section 33-921 does not apply where the certificate of authority is obtained within 90 days of commencing business. That window is the difference between a $385 filing and a five-figure assessment on a multi-year gap, and it is the single most valuable date in Connecticut foreign registration. Governance and later changes are covered in Connecticut operating agreements, amending a Connecticut filing and withdrawing from Connecticut.
How File.Business Runs a Connecticut Registration
We start by confirming which fee schedule applies, because $120 and $385 are both right and only one of them is right for you. We order the certificate of legal existence last so the 90 day issue window is spent on Connecticut rather than on internal approvals, appoint a commercial agent rather than the Secretary of the State, file through Business.CT.gov, and set the annual report at the correct amount for the entity type on the compliance calendar. Where a company has already started trading in Connecticut, the first thing we establish is the commencement date, because the 90 day grace on the monthly penalty runs from it.
Why one provider across the portfolio
Connecticut is a state where the entity type changes the cost by a factor of three and where a 90 day clock quietly decides whether a penalty exists at all. Our foreign qualification service and the Connecticut registration page keep both in view.
Connecticut Registration Questions
What does it cost to register an out-of-state company in Connecticut?
A foreign limited liability company files a Foreign Registration Statement for $120. A foreign stock corporation files an Application for Certificate of Authority for $385, which the Secretary of the State's schedule notes includes a $285 license fee.
How recent must the Connecticut certificate of legal existence be?
It must be received within 90 days from the date of issuance, authenticated by a proper officer of the state of formation. Because the window runs from the issue date rather than from submission, a certificate ordered early can expire before it is used.
What is the penalty for transacting business in Connecticut without a certificate of authority?
Connecticut General Statutes 33-921 sets a civil penalty of $300 for each month or part of a month, on top of all the fees and taxes that would have been imposed had the certificate been obtained and reports filed, plus interest. A corporation that obtains its certificate within 90 days of commencing business avoids the monthly penalty.
Can an unregistered company sue in Connecticut?
No. A foreign corporation transacting business in Connecticut without a certificate of authority may not maintain a proceeding in any Connecticut court until it obtains one. It may still defend a proceeding, and its corporate acts remain valid.
How much is the Connecticut annual report for a foreign entity?
$80 for a limited liability company, a limited partnership or a limited liability partnership, and $435 for a stock corporation. All annual reports must be filed online through Business.CT.gov with a credit card.
Can I appoint the Connecticut Secretary of the State as my agent?
Connecticut permits an LLC to appoint the Secretary of the State, an individual Connecticut resident including a manager or member, or a business entity registered in Connecticut. It cannot appoint itself. Appointing the Secretary of the State means service of process routes through a public office rather than to someone in your business.
Does registering in Connecticut open my tax accounts?
No. Sales and use tax, withholding and other business tax registrations are handled by the Connecticut Department of Revenue Services, and employers deal separately with the Connecticut Department of Labor.
Ready to foreign-qualify in Connecticut?
File.Business handles the entire Connecticut foreign qualification process: home-state COGS, name conflict search, Foreign Registration Statement filing, $120 state fee, Connecticut registered agent service, and ongoing compliance monitoring. One engagement, end to end.
Doing this in Connecticut specifically: Connecticut foreign qualification covers the detail for this state, including the current fee and the exact form the agency expects.
The fees and deadlines below are published by the Connecticut Secretary of the State, and the penalty provisions come from the Connecticut General Statutes. Confirm before filing.
Disclosure. File.Business is a private filing service, not a government agency and not a law firm. We prepare and submit filings at your direction, and nothing on this page is legal or tax advice. Filing fees, deadlines, and statutory references are current as of the last-updated date shown above and can change. Confirm current requirements with the relevant state agency before you file.
