Creating an LLC in Connecticut
One detail sets Connecticut apart from most states: licensed professionals can't operate under a standard LLC here. If you hold a professional license, confirm your entity options before you file.
Key Takeaways
- Connecticut LLCs are formed by filing a Certificate of Organization with the Connecticut Secretary of the State and paying the $120 filing fee.
- Every Connecticut LLC must appoint a statutory agent with a physical Connecticut street address and obtain that agent's acceptance.
- Licensed professionals generally can't operate under a standard Connecticut LLC, so professional license holders should confirm their entity options before filing.
- After approval, most LLCs need an EIN, a business bank account, and any required Connecticut tax registrations or local permits.
- Connecticut LLCs must file an $80 Annual Report each year between January 1 and March 31 to stay in good standing.
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Is a Connecticut LLC Right for Your Business?
A Connecticut LLC can be a good fit for small business owners who want liability protection, flexible management, and a simpler structure than a corporation. It may not be the right fit for licensed professionals, stock-based fundraising plans, or owners who need more advanced tax planning because of Connecticut's pass-through entity tax rules.
How to Start a Connecticut LLC in 7 Steps
To create an LLC in Connecticut, you need to make several decisions in the right order and then complete the state filing process. Start with a compliant business name and a statutory agent, then file your Certificate of Organization through Business.CT.gov or by mail. After approval, finish the setup with an operating agreement, EIN, business bank account, and any required Connecticut tax registrations or local permits.
Step 1: Choose a Name for Your Connecticut LLC
Your LLC name is the first thing the Connecticut Secretary of the State reviews when you submit your Certificate of Organization. It's also one of the most common reasons filings get rejected.
Your LLC's name must be distinguishable from any other business formed, registered, or reserved with the Connecticut Secretary of the State. Run a name search through the Business Records Search tool at Business.CT.gov before you do anything else.
Connecticut LLC naming rules at a glance.
- Your name must include a business designator: "Limited Liability Company," "LLC," "L.L.C.," "Limited Liability Co.," "Ltd. Liability Company," or "Ltd. Liability Co."
- No P.O. Box for your principal office. The principal office address must include a street number, street name, city, state, and zip code.
- Commas are optional. "John Timber & Sons LLC" and "John Timber & Sons, LLC" are both acceptable.
- Certain words are restricted or prohibited. Words implying a government connection ("FBI," "Treasury," "State Department") are off-limits entirely. Words suggesting a licensed profession ("Bank," "Attorney," "Doctor," "Insurance") may require additional approval. Under Connecticut LLC law § 34-243d, your LLC name can't imply it's organized for a purpose that isn't lawful for LLCs. Check the current list at Business.CT.gov.
- Your name can't be deceptively similar to an existing name. Connecticut applies a "distinguishable upon the records" standard. A name that differs only by punctuation, articles, conjunctions, or common abbreviations may still get rejected.
- The name can't imply the LLC is a corporation. Words like "Corporation," "Incorporated," "Corp.," or "Inc." aren't permitted.
How to check name availability.
Use the free Business Records Search tool at Business.CT.gov. Search your preferred name and any close variations. If your first choice is taken, try adding a geographic modifier, a descriptor, or a different designator.
Want to lock in a name before you're ready to file? You can reserve an available name for 120 days by filing an Application for Reservation of Name, online or by mail, for a $60 fee. Name reservation is optional. If you're filing your Certificate of Organization soon, you can register the name as part of your main filing at no extra charge.
Important note for licensed professionals: Connecticut doesn't allow licensed professionals, including attorneys, doctors, accountants, and engineers, to operate under a standard LLC. If you hold a professional license, verify whether your profession requires a different entity structure before you file. See Inc Authority's guide to PLLCs for more information.
Check Your Domain, Trademark, and Trade Name Options
The Business.CT.gov name search only checks Connecticut business entity records. It does not guarantee that your name is available as a web domain, social media handle, or trademark. Before filing, check domain availability, search federal and Connecticut trademark records, and confirm whether you need to register a trade name with the town clerk where your business operates.
Step 2: Appoint a Connecticut Statutory Agent
Every Connecticut LLC must designate a statutory agent before the Secretary of the State will approve your Certificate of Organization. Your statutory agent is the person or entity authorized to receive lawsuits, legal notices, and official state correspondence on your LLC's behalf. They must maintain a physical Connecticut street address (no P.O. boxes) and be available there during normal business hours.
Who can serve as your Connecticut statutory agent.
Under Connecticut General Statutes § 34-243e, a statutory agent must be one of the following:
- An individual who is a Connecticut resident, including a member or manager of your LLC
- A domestic entity on record with the Connecticut Secretary of the State
- A foreign entity authorized to transact business in Connecticut and on record with the Secretary of the State
If an individual serves as the statutory agent, they must provide their complete business address, Connecticut residence address, and Connecticut mailing address on the Certificate of Organization. They must also sign the form to accept the appointment. The LLC itself can't be its own statutory agent.
One step first-time filers often miss: statutory agent consent.
Connecticut requires the statutory agent to actively accept the appointment. For online filings through Business.CT.gov, the designated agent receives an email or text after you submit the Certificate of Organization. They must click the acceptance link within 72 hours, or your filing will be rejected. Make sure your statutory agent knows to watch for that notice before you submit. This is one of the most common reasons Connecticut LLC filings get rejected.
Serving as your own statutory agent vs. using a professional service.
You can serve as your own statutory agent if you're a Connecticut resident with a physical in-state address. The trade-off is privacy: your statutory agent's address appears in public records. If you work from home and don't want your home address publicly searchable, a professional statutory agent service gives you a Connecticut street address to use in your filing instead. Inc Authority offers registered agent services that fulfill Connecticut's statutory agent requirement and can help make sure legal notices are received during normal business hours.
Step 3: File the Connecticut Certificate of Organization
The Certificate of Organization is the formation document that legally creates your LLC under Connecticut law. It falls under Chapter 613a of the Connecticut Uniform Limited Liability Company Act (Connecticut General Statutes § 34-243 et seq.).
What the Certificate of Organization requires.
- Your LLC's full legal name (including the required designator)
- Principal office street address (no P.O. Box)
- Mailing address (P.O. Box acceptable)
- Name, Connecticut street address, and signature of your statutory agent
- Name and address of at least one member or manager
- Organizer's name, address, and signature, made under penalty of false statement
- The nature of the LLC's business (a general statement works fine, e.g., "any lawful business purpose")
How to File
You can file two different ways: Online and by mail.
To file online, go to your Business.CT.gov account. The LLC filing fees are $120, payable by credit card or electronic check. Standard processing takes 2-3 business days. Once approved, you get a digital copy of your Certificate of Organization and an Acceptance Letter automatically. Expedited 24-hour processing is available online only for an extra $50.
The by-mail filing fee is also $120, payable by check to "Secretary of the State." Mail to: Business Services Division, Connecticut Secretary of the State, PO BOX 150470, Hartford, CT 06115-0470. Standard processing takes 7-10 business days but can stretch to several weeks during high-volume periods. Expedited processing isn't available for mail filings. Certified copies must be requested and paid for separately at $40.
Online filing is faster, delivers your documents automatically, and is the only path to expedited service. Unless electronic filing genuinely isn't an option for you, go that route.
The $120 Certificate of Organization fee is subject to change. Verify the current fee at Business.CT.gov before filing. Want help forming your Connecticut LLC? Inc Authority can prepare and file your LLC formation paperwork for free, while you pay only Connecticut's required state filing fee.
Step 4: Create a Connecticut LLC Operating Agreement
Your Certificate of Organization establishes your LLC's legal existence. Your operating agreement establishes how the LLC actually runs.
Connecticut doesn't legally require a written operating agreement. But Connecticut General Statutes § 34-243b gives operating agreements legal effect. If you have one, Connecticut courts will enforce it. Without one, Connecticut's default statutory rules govern your LLC's internal operations, and those rules may not reflect what you and your co-members actually intended.
Your operating agreement spells out each member's ownership percentage, how profits and losses are distributed, what happens if a member leaves, and how major decisions get made. Many Connecticut banks also require one when you open a business checking account. Draft it before you open your doors, not after a dispute forces the issue. Inc Authority can help prepare an operating agreement that documents ownership, management, and internal rules for your Connecticut LLC.
Step 5: Get an EIN for Your Connecticut LLC
An Employer Identification Number (EIN) is a nine-digit tax ID issued by the IRS, essentially a Social Security number for your business. Apply free at IRS.gov; the online process takes about 10 minutes. Multi-member Connecticut LLCs always need an EIN. Single-member LLCs need one if they plan to hire employees or elect S-corporation tax treatment. Inc Authority can support EIN setup after your Connecticut LLC is approved.
Step 6: Open a Business Bank Account
Once your LLC is approved and you have an EIN, open a dedicated business bank account. Keeping business and personal funds separate helps protect the liability separation your LLC is designed to create. Banks may ask for your approved Certificate of Organization, Acceptance Letter, EIN confirmation, and operating agreement. Inc Authority can also help with business banking setup so you can separate company funds from personal funds early.
Step 7: Register with the Connecticut Department of Revenue Services
If your LLC has employees or will collect sales tax, register with the Connecticut Department of Revenue Services (DRS) through the myconneCT portal using the REG-1 Business Registration Application. Registration is free.
Common Connecticut tax registrations for new LLCs include the following.
- Sales and Use Tax: Required if your LLC sells taxable goods or services in Connecticut. The statewide rate is 6.35% for most tangible personal property and certain services. Some items are taxed at different rates. Verify your LLC's specific obligations with the DRS before you begin selling.
- Withholding Tax: Required if your LLC has employees. Connecticut requires employers to withhold state income tax from wages and remit it to the DRS on a schedule based on payroll volume.
- Pass-Through Entity Tax (PET): Connecticut imposes a mandatory pass-through entity tax on multi-member LLCs taxed as partnerships at 6.99% on Connecticut-sourced income. Members receive a corresponding credit on their individual Connecticut income tax returns. Single-member LLCs taxed as sole proprietorships aren't subject to the PET but must report LLC income on the owner's Form CT-1040.
- Business Entity Tax (BET): Connecticut's $250 biennial Business Entity Tax was repealed effective January 1, 2020. If you see references to the BET in older guides, ignore them.
Verify your LLC's specific registration requirements and current tax rates at portal.ct.gov/DRS before you open for business.
How Much Does it Cost to Start an LLC in Connecticut?
Starting a Connecticut LLC costs a minimum of $120, the Certificate of Organization filing fee. Your real first-year total depends on which optional services you use. With Inc Authority, Connecticut LLC formation is free, so you pay only the required Connecticut state filing fee for formation.
One-time Formation Costs
| Cost Item | Fee | Required? |
|---|---|---|
| Certificate of Organization (filing fee) | $120 | Yes |
| Name reservation (120-day hold) | $60 | Optional |
| Expedited processing (online only, 24-hour turnaround) | $50 | Optional |
| Certified copy of Certificate of Organization (mail filers only) | $40 | Optional |
Ongoing Annual Costs
| Cost Item | Fee | Frequency |
|---|---|---|
| Annual report (filed via Business.CT.gov) | $80 | Every year (Jan 1-Mar 31) |
| Statutory agent service (if using a professional) | $0-$199 | Annually |
Connecticut doesn't charge a franchise tax or minimum annual LLC tax. The $250 Business Entity Tax was repealed effective January 1, 2020. Your primary recurring state obligation is the $80 annual report fee.
First-year Cost Comparison by Scenario
| Scenario | Formation Cost | Annual Report (Year 1) | Statutory Agent | Estimated First-Year Total |
|---|---|---|---|---|
| DIY, no additional services | $120 | $80 | $0 (serve yourself) | $200 |
| DIY + professional statutory agent service | $120 | $80 | $0-$199/yr | $200-$399 |
| Free formation service (pay state fee only) | $120 | $80 | $0 | $200 |
The DIY-plus-agent scenario makes sense if you work from home and want to keep your personal address off the public record. Inc Authority gives you a FREE year of Registered Agent Service with your LLC formation.
A few other costs worth knowing about.
- Certificate of Amendment: Filing a name change, address update, or statutory agent change costs $120.
- Reinstatement after administrative dissolution: Requires filing all overdue annual reports, paying all back fees, and submitting a reinstatement application. Verify the current fee at Business.CT.gov.
- Sales and Use Tax Permit: Registration through myconneCT is free; verify any applicable permit fees with the Connecticut DRS.
- Local licenses and permits: Connecticut has no single general business license. Most municipal permits run $50-$300 upfront with annual renewals. Check requirements with the relevant municipality.
All fees listed are subject to change. Verify current fees at Business.CT.gov before filing.
How Long Does it Take to Get a Connecticut LLC Approved?
Processing times can change based on filing volume. Online filing is generally the fastest option, and 24-hour expedited processing is available online for an additional $50. Mail filings can take longer, especially during high-volume periods.
| Filing Method | Standard Processing Time | Expedited Processing |
|---|---|---|
| Online (Business.CT.gov) | 2-3 business days | 24 hours (+$50 fee) |
| Mail (PO BOX 150470, Hartford, CT 06115-0470) | 7-10 business days | Not available |
Mail can run longer than expected. Paper filings can take several weeks during high-volume periods. That's a real problem if you need to open a business bank account or sign a contract on a specific date.
Your LLC doesn't exist until the state approves your filing. Until your Certificate of Organization is accepted, your LLC has no legal existence and provides no liability protection. Don't sign contracts, open accounts, or conduct business under your LLC name until you have approval in hand.
Once approved, move quickly on your federal EIN application at IRS.gov and your Connecticut DRS registration through myconneCT. That's especially true if you plan to hire employees or collect sales tax.
You can check filing status through your Business.CT.gov account. The Connecticut Secretary of the State's Business Services Division can be reached at 860-509-6002, Monday through Friday, 8 a.m. to 4:30 p.m. Eastern time.
Processing times may fluctuate based on filing volume. Verify current turnaround times at Business.CT.gov before filing.
What to Do After Forming Your Connecticut LLC
Approval is a milestone, but it is not the end of the setup process. The next few steps help turn your approved filing into a business that can open accounts, meet tax obligations, and stay ready for banks, vendors, and licensing agencies. Inc Authority can help you move from formation to post-approval setup with support for EIN, operating agreement, banking, licensing research, and compliance tasks.
- Save your approved Certificate of Organization and Acceptance Letter.
- Get your federal EIN from the IRS.
- Open a business bank account.
- Register with the Connecticut Department of Revenue Services through myconneCT if required.
- Check local business licenses and industry permits.
- Register a domain name and set up business email.
- Calendar the annual report deadline.
When You May Need a Certificate of Legal Existence
A Certificate of Legal Existence confirms that your Connecticut LLC is active and in good standing with the Secretary of the State. Banks, lenders, vendors, government agencies, or another state may ask for one before opening an account, approving financing, signing a contract, or registering your LLC to do business outside Connecticut.
Beneficial Ownership Reporting Note
As of FinCEN's March 2025 interim final rule, entities created in the United States, including domestic Connecticut LLCs, are exempt from the federal beneficial ownership information reporting requirement. BOI rules have changed several times, so check FinCEN's current guidance before relying on this rule.
Connecticut LLC Annual Report and Ongoing Compliance Requirements
Forming your Connecticut LLC is a one-time event. Keeping it legally alive is an ongoing responsibility.
The Annual Report: What it is and When It's Due
All Connecticut LLCs must file an Annual Report with the Secretary of the State each year to confirm that their core business information remains accurate. Annual report rules are established under Connecticut General Statutes § 34-267.
The Annual Report isn't a financial statement. It confirms or updates your legal name, Connecticut Business ID, principal office address, statutory agent information, and member or manager names. No financial data required.
| Item | Detail |
|---|---|
| Filing fee | $80 |
| Filing window | January 1 - March 31, every year |
| How to file | Online only, through Business.CT.gov |
| Mail-in option | Not available |
One timing note: your formation date doesn't shift your deadline. Whether your LLC was approved on January 1st or December 31st of a given year, your Annual Report is due between January 1st and March 31st of the following year.
The Connecticut Secretary of State will send a reminder about one month before the deadline. Don't rely on it. Set your own calendar alert every January. Missing the deadline because a reminder didn't arrive is not a defense. Inc Authority can remind you, or handle the paperwork entirely.
The $80 Annual Report fee is subject to change. Verify the current fee at Business.CT.gov before filing.
What Happens If You Miss the Annual Report Deadline
The consequences of missing the March 31st deadline escalate faster than most founders expect.
- Your LLC falls into default. The Secretary of the State's office may dissolve your business under Connecticut General Statutes §§ 33-890 and 34-267g. While in default, you can't obtain a Certificate of Legal Existence, which many lenders and contract partners require.
- You receive a formal notice. Once your Annual Report is more than one year late, the Secretary of State issues a notice warning that your LLC's rights and powers are forfeited. You have three months from the notice date to file the overdue report and fix the violation.
- Administrative dissolution follows if you don't act. If three months pass without a filing, the Secretary of State issues a Certificate of Dissolution by Forfeiture under Connecticut General Statutes § 34-267g.
- Dissolution has real consequences. Your LLC loses its legal authority to operate, can't enter into contracts or bring lawsuits, and may lose its business name to another entity.
- Reinstatement is possible but costly. You'll need to file all overdue reports, pay all back fees and penalties, and submit a formal reinstatement application, which is far more complex and expensive than just filing the report on time.
Connecticut generally doesn't charge a monetary late fee at the deadline. The penalty is loss of good standing and eventual dissolution. That can give founders a false sense of security. The downstream consequences are far more disruptive than the $80 filing fee.
Other Ongoing Compliance Requirements
Maintain a valid statutory agent. Under Connecticut General Statutes § 34-243f, a statutory agent may resign by filing a statement of resignation with the Secretary of the State. Your LLC then has 30 days to appoint a successor. An LLC without a valid statutory agent is a compliance violation.
Keep your principal office address current. The address on your Certificate of Organization is where the state sends notices, including dissolution warnings. If you move, file a Certificate of Amendment ($120) to update your address.
Meet your Connecticut DRS tax filing obligations. Depending on your LLC's structure and activity, ongoing requirements may include:
- Sales and Use Tax returns filed monthly, quarterly, or annually based on your DRS filing frequency assignment
- Withholding Tax deposits and returns if your LLC has employees, on a schedule set by the DRS
- Pass-Through Entity Tax returns for multi-member LLCs taxed as partnerships; Connecticut Form CT-1065/CT-1120SI is due the 15th day of the third month after the close of the taxable year (March 15 for calendar-year filers), with an extension available to September 15
Keep your operating agreement updated. If members change, ownership percentages shift, or management structure evolves, update the agreement. A stale operating agreement turns routine disputes into expensive ones.
File a Certificate of Amendment when your business information changes. Adding or removing a member, changing your principal office address, or updating your statutory agent all require a formal filing ($120).
Obtain and renew required business licenses and permits. Connecticut has no single statewide business license, but many industries and municipalities require their own permits. Check with your local town or city clerk and review the Connecticut Department of Consumer Protection's licensing database at portal.ct.gov/DCP.
The simplest compliance system is calendar-based: mark January 1st as the date your Annual Report window opens, March 31st as the hard deadline, and set a mid-February reminder as your personal filing target.
Common Mistakes to Avoid When Filing a Connecticut LLC
Before you file, it helps to know where Connecticut LLC applications and compliance routines most often go wrong. A few small details, such as the statutory agent acceptance window or the principal office address, can delay approval or create problems after formation. Inc Authority can help reduce these risks by preparing your Certificate of Organization, organizing statutory agent details, and keeping post-approval steps visible.
- Skipping the name search before you file. A name that's already taken or not sufficiently distinguishable is one of the most common reasons a filing gets rejected. The search takes a few minutes and costs nothing.
- Omitting the required LLC designator. A filing that drops the designator entirely gets rejected on the spot.
- Using a P.O. Box as the principal office address. A P.O. Box is fine for the mailing address field, but not for the principal office line.
- Failing to get your statutory agent's acceptance within the 72-hour window. For online filings, your statutory agent must click the acceptance link within 72 hours or your filing will be rejected. If a friend or family member is serving as your agent, tell them to watch their inbox before you hit submit.
- Listing the LLC itself as its own statutory agent. The LLC can't be its own agent, as required under Connecticut General Statutes § 34-243e.
- Omitting at least one member or manager from the Certificate of Organization. Your Connecticut LLC must list at least one principal with full street addresses (no P.O. Boxes) for both business and residence.
- Conducting business before your Certificate of Organization is approved. Signing contracts, opening accounts, or invoicing clients before approval removes the liability protection the LLC structure is supposed to provide.
- Forgetting to register with the Connecticut Department of Revenue Services after formation. Approval from the Secretary of the State creates your LLC. It doesn't automatically register you for Connecticut taxes. If your LLC sells taxable goods or has employees, register separately through myconneCT before conducting taxable business activity.
- Missing the Annual Report deadline. The March 31st deadline doesn't move based on your formation date, and Connecticut doesn't assess a monetary late fee for missing it. Missing it puts your LLC in default and, if unresolved, leads to administrative dissolution under Connecticut General Statutes § 34-267g.
- Using a restricted or prohibited word without required approval. Words implying banking, insurance, or licensed professions may require additional documentation before the Secretary of the State will accept your filing. Verify the current list at Business.CT.gov.
DIY Vs. Using a Formation Service for Your Connecticut LLC
DIY filing means you create a Business.CT.gov account, complete the Certificate of Organization yourself, appoint your own statutory agent, and manage every deadline after approval. You pay the $120 state fee and nothing more. It's a solid option if you're detail-oriented and have an hour to spend getting everything right.
Using a formation service means a third party prepares and submits your Certificate of Organization on your behalf. Inc Authority offers Connecticut LLC filing assistance with $0 service fees. You still pay the Connecticut state fee, but nothing on top of it.
| Factor | DIY Filing | Formation Service |
|---|---|---|
| Formation service fee | $0 | $0 (fee-free services available) |
| Connecticut state filing fee | $120 | $120 |
| Time investment | 30-60+ min | ~5 minutes of your time |
| Guided form completion | No | Yes |
| EIN support | No | Yes (with some services) |
| Compliance reminders | No | Yes (with some services) |
| First-year state fees total | $200 ($120 + $80 annual report) | $200 ($120 + $80 annual report) |
The Connecticut state fee is identical either way. A formation service earns its keep through accuracy and speed. A rejected Certificate of Organization means refiling and losing processing time. Rejections happen because the statutory agent's acceptance wasn't completed within 72 hours, the principal office address included a P.O. Box, or the LLC designator was missing. A guided service reduces that risk at no added cost.
Inc Authority's free Connecticut LLC formation service is one option: you pay only the $120 state fee, and Inc Authority handles the filing. Learn more at incauthority.com/start-llc/connecticut.
How to Start Your Connecticut LLC with Inc Authority
Starting a Connecticut LLC through Inc Authority is free. You still pay Connecticut's required state fees, and Inc Authority can help prepare and file your formation documents.
Here's how it works.
- Answer a few questions online. You provide your LLC name, principal office address, and statutory agent information, and Inc Authority uses that information to prepare your filing.
- Inc Authority prepares and files your Certificate of Organization through Business.CT.gov, the same portal you'd use if you filed on your own.
- Get your EIN. Inc Authority's EIN support helps you obtain your federal Employer Identification Number from the IRS after your LLC is approved.
- Stay on top of compliance deadlines. Inc Authority provides compliance reminders so you don't miss Connecticut's annual report window (January 1-March 31) or other post-formation obligations.
Inc Authority forms LLCs across all 50 states. You can explore the full library of state-specific formation guides at incauthority.com/blog/states. If you're ready to move forward, the process starts at incauthority.com/start-llc/connecticut.
Connecticut LLC FAQs
These questions cover common issues that come up after the main filing steps, from taxes and statutory agents to annual reports and special entity situations. Use them to clarify edge cases before you file or make changes to an existing Connecticut LLC.
What is the Downside of Starting an LLC in Connecticut?
The main downsides are upfront cost, recurring compliance obligations, and self-employment tax exposure. Connecticut charges $120 to file the Certificate of Organization and $80 every year for the Annual Report. LLC members who actively work in the business typically owe self-employment taxes on their share of profits. Multi-member LLCs are also subject to Connecticut's mandatory Pass-Through Entity Tax at 6.99% on Connecticut-sourced income, though members receive a corresponding credit on their individual state returns. See the CT-1040 instructions for details on reporting LLC income on your individual return.
What Are the Types of LLCs Available in Connecticut?
Connecticut recognizes single-member LLCs (one owner) and multi-member LLCs (two or more owners). Either structure can be member-managed or manager-managed depending on what your operating agreement specifies. One important Connecticut-specific note: licensed professionals, including attorneys, physicians, and accountants, can't operate under a standard LLC. They should verify whether their profession requires a different entity structure before filing. See Inc Authority's guide to PLLCs at incauthority.com/blog/what-is-a-pllc.
What Happens If I Don't File My Connecticut LLC Annual Report?
Missing the March 31st deadline puts your LLC in default. If the report stays unfiled for more than one year, the Secretary of State issues a formal notice giving you three months to fix the violation. Don't act within that window, and the Secretary of State issues a Certificate of Dissolution by Forfeiture under Connecticut General Statutes § 34-267g. Reinstatement means filing all overdue reports, paying all back fees, and submitting a reinstatement application, which is significantly more costly and time-consuming than filing the $80 report on time.
Can a Nonresident Form a Connecticut LLC?
Yes. Connecticut does not require every LLC member to live in Connecticut. Your LLC still needs a statutory agent with a physical Connecticut street address, and you must meet all Connecticut filing, tax, and licensing requirements that apply to the business.
Do I Need to Register as a Foreign LLC in Connecticut?
If your LLC was formed in another state and is transacting business in Connecticut, you may need to register as a foreign LLC with the Connecticut Secretary of the State. Foreign registration requirements depend on your activities in Connecticut, so review the state's rules before signing contracts, hiring employees, or opening a physical location there.
How Do I Dissolve a Connecticut LLC?
To close a Connecticut LLC, you generally need to wind up business affairs, file the required dissolution paperwork with the Connecticut Secretary of the State, resolve tax obligations, and keep records of the closure. If your LLC has members, follow your operating agreement's voting and notice rules before filing.
How Do I Correct a Connecticut LLC Filing Error?
If you make a mistake in a Connecticut LLC filing, the fix depends on the error. Some updates, such as a name change or address change, may require a Certificate of Amendment. For smaller filing corrections, check Business.CT.gov or contact the Business Services Division before submitting another form.