Registered Agent for Foreign Entities Operating in Connecticut

Your LLC was formed outside Connecticut, in another state or abroad, so Connecticut treats it as a "foreign" LLC. Before it transacts business here, it has to register with the Connecticut Secretary of the State by filing a Foreign Registration Statement, and that filing appoints a registered agent for service of process. A foreign LLC may appoint the Secretary of the State itself, in which case papers served on the state are mailed on to your principal office. If you want a Connecticut street address taking delivery instead, we serve as your agent for $99/year.

When Foreign Qualification Applies

Connecticut's LLC Act forbids a foreign LLC to transact business here before registering, but it never defines "transacting business." Section 34-275d works from the other direction and names activities that are not transacting business by themselves, among them:

• Pursuing or defending a court case, or resolving one through mediation, arbitration, or settlement
• Holding meetings of members or managers, or handling internal governance
• Keeping money in banks or other financial institutions
• Selling by way of independent contractors
• Gathering orders that turn into contracts once someone outside Connecticut accepts them
• Borrowing, or taking a mortgage or security interest in property
• Collecting debts and enforcing the collateral that secures them
• A single, isolated transaction outside any pattern of similar dealings
• Simply owning property, with nothing more
• Voting shares or other ownership stakes the company holds
• Business carried on in interstate commerce

That list is not exhaustive. Under the same section, a person is not transacting business in Connecticut merely because they belong to, or manage, an LLC that is. If your facts sit near the line, a Connecticut business attorney can tell you which side you are on.

Consequences of Unregistered Operation

Section 34-275a spells out what operating here without registering costs a foreign LLC:

• Connecticut courts will not let it maintain an action until it registers; defending against one is still allowed
• Unless it registers within 90 days of starting business here, it owes $300 for every month, including any partial month, it went unregistered
• It also owes every fee and tax that timely registration would have triggered, with interest and penalties; the Secretary of the State may levy these amounts and the Attorney General can sue to collect them
• A court that finds a violation must enjoin the company from doing business in Connecticut until the penalties are paid
• The Secretary of the State becomes its agent for service in lawsuits arising from its Connecticut business

The Secretary of the State's Foreign Investigations Unit contacts companies that have done business here without authorization for more than 90 days and sends a demand letter for the fees and penalties due. What skipping registration does not do: it leaves contracts signed in the meantime valid, and members and managers keep their limited liability.

The Foreign Qualification Process

1. Get proof of existence from your home state. Since January 1, 2025, Connecticut has required a certificate of the LLC's legal existence (in some states, a good standing certificate), authenticated by an official where the company was formed, delivered along with the registration. The form's instructions say Connecticut must receive it within 90 days after it was issued. Meanwhile, check your name: it needs "limited liability company," "L.L.C.," or "LLC" and must stand out from every name the Secretary of the State already has on record. When it is taken, the form has a line for an alternate name to use in Connecticut.

2. Choose a Connecticut registered agent. Your choices are the Secretary of the State; a Connecticut resident, which can be one of your managers or members; or a business entity formed in Connecticut, or registered here, that has a Connecticut address on file. The LLC cannot name itself. An individual agent supplies a Connecticut residence address (P.O. boxes are not accepted) and a Connecticut mailing address, and any agent other than the Secretary of the State signs to accept the appointment.

3. File the Foreign Registration Statement with the Secretary of the State, online through a Business.CT.gov account or by mailing the paper form, along with the $120 filing fee. It asks for your home jurisdiction and formation date, when your Connecticut activity started or will start, your principal office, an email address for the LLC, a six-digit NAICS code, your agent, and the name, business address, and home address of at least one manager or member.

4. Wait for the filing to be accepted. Connecticut does not publish a standard turnaround. Expedited handling costs $50 per transaction and is offered only for online filings.

5. Keep the registration current. The annual report is filed online each year between January 1 and March 31, beginning the year after you register, and costs $80; the state emails a reminder roughly a month ahead. Missing it, or sixty or more days without any agent on file, lets the Secretary of the State revoke your registration after at least 20 days' notice sent by email. A change of agent is $50, and leaving Connecticut takes a Statement of Withdrawal of Registration, which is $120. The old Business Entity Tax ended for tax periods beginning after 2018, though other Connecticut tax registrations may still apply to your business.

Why Remote Management Requires a Reliable Agent

Running a Connecticut registration from another state puts miles between you and anything served here, and the clock on a lawsuit starts at service, not on the day the papers finally find you. When the Secretary of the State is your agent, the state forwards papers by registered or certified mail to your principal office within two business days of service.

With us as your agent, papers arrive at a Connecticut address and are scanned the same day they come in, then sent straight to your inbox. Nothing waits in a mail pile.

Service Specifications

• $99/year, the same rate for domestic and foreign companies
• Physical Connecticut address on file with the Secretary of the State
• Same-day scanning and delivery for each document that reaches us on your behalf
• Annual report reminders ahead of each $80 filing
• Online portal that keeps your documents stored permanently
• No setup or transfer fees

Connecticut's fee for a Foreign Registration Statement is $120. We prepare that statement and file it with the Secretary of the State for $199 plus the state fee. That $199 also buys twelve months of Connecticut registered agent service at no added charge. After those twelve months, our agent service renews at $99/year.

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Order Here Questions about foreign qualification in Connecticut? See our FAQ or contact us.