Connecticut Foreign LLC Registration: Register an Out-of-State LLC to Do Business in CT

If your LLC was formed in another state and you want to operate in Connecticut, you will likely need to register it here. A Connecticut foreign LLC registration puts your company on record with the Connecticut Secretary of the State and names a Connecticut registered agent to receive legal papers. This guide covers who needs to register, what it costs, what you must have ready, how to file on Business.CT.gov, and the mistakes that lead to penalty letters.

Informational only: This article is general information, not legal or tax advice. Whether your activities count as doing business in Connecticut is a legal question, and any tax result depends on your specific facts. Talk with a Connecticut business attorney and a CPA before you rely on anything here for a decision.

Who needs to register a foreign LLC in Connecticut

Connecticut treats an LLC organized under another state's law as a foreign LLC. Where the LLC was formed does not decide the question. What matters is whether the company transacts business in Connecticut. If it does, Connecticut expects the LLC to register before it carries on that business here. An LLC that has no Connecticut activity, or only holds passive investments, may not need to register, but confirm that with counsel rather than assuming it.

What counts as transacting business

The LLC Act defines what counts as transacting business in Connecticut in Chapter 613a of the Connecticut General Statutes. Read the definition yourself on the Connecticut General Assembly website at cga.ct.gov instead of relying on a summary, including this one. These questions usually matter most:

• Do you have an office, warehouse, or other place of business in Connecticut?
• Do you have employees or contractors working in the state?
• Do you regularly sign contracts, perform services, or make deliveries in Connecticut?
• Do you sell through a Connecticut location or a Connecticut-based channel?

No single factor settles the question. A business that sells online to Connecticut customers may or may not be transacting business, depending on the facts. When the answer is close, register or get written advice before you start work in the state.

Foreign LLC fees at a glance

The fees below are the Connecticut figures for a foreign LLC. Confirm current amounts on the Business.CT.gov forms and fees page before you pay.

Filing	Fee	When and notes
Foreign Registration Statement	$120	Initial registration, filed through Business.CT.gov
Annual Report (foreign LLC)	$80	Due each year, January 1 to March 31
Statement of Withdrawal	$120	When you stop doing business in Connecticut and end the registration
Change of Agent	$50	When you replace or update your Connecticut registered agent
Expedited review	$50 per transaction	Online filings only, completed within 24 hours of receipt
Trade Name Certificate	$20	Paid to the town clerk, not the Secretary of the State

Corporations follow a different schedule. A foreign stock corporation files a certificate of authority for $385, which includes a $285 license fee, and pays a $435 annual report. A foreign nonstock corporation pays $40 to register and $50 for each annual report. If you are not sure whether your out-of-state entity is an LLC or a corporation, check your formation documents first.

The Secretary of the State does not publish a standard turnaround time for ordinary online or paper filings. Most filings submitted online through Business.CT.gov are accepted automatically, so expedited service is usually unnecessary. If you need speed, expedited review costs $50 per transaction, is completed within 24 hours of receipt, and is available only for online filings. It is not offered for mailed filings.

Before you file: three things to have ready

1. A name that is available in Connecticut

Your LLC name must be available or already registered in Connecticut, which means it must be distinguishable on the record from names already registered or reserved with the Secretary of the State. Connecticut's LLC naming rules call for the words Limited Liability Company or an abbreviation such as LLC or L.L.C. Search the Business.CT.gov business records search for free before you file. If you need time, Connecticut lets you reserve a name for 120 days for $60. Confirm that the reservation applies to a foreign registration before you rely on it.

2. A certificate of existence from your home state

A law-firm summary of Public Act 24-111 reports that foreign LLCs now deliver a certificate of existence from their home state along with the registration. Order it from your home state's business filing office before you start the Connecticut filing, since it may take time to arrive. Confirm with the Secretary of the State what form the certificate must take, how recently it must be issued, and whether it needs any further certification.

3. A Connecticut registered agent

Every foreign LLC must maintain a registered agent with a Connecticut address. The agent must be either a natural person at least 18 years old who lives in Connecticut, or a business entity registered with the Secretary of the State. The agent's address must be a usual place of business in Connecticut that is customarily open during normal business hours, with an authorized person present. A post office box or commercial mailbox does not qualify. The agent receives legal and official correspondence for your company, so choose someone who will forward papers promptly. The agent's information is confirmed each year when you file the annual report.

How to register on Business.CT.gov

Registration is done online through Business.CT.gov, the state's online filing portal. Go to Start a business, then register a business, and follow the prompts. The process looks like this:

1. Search your LLC name in the business records search and confirm it is available.
2. Gather your home-state certificate of existence, your formation details, your principal office information, and your Connecticut registered agent's information.
3. Complete the Foreign Registration Statement for an LLC and upload the home-state certificate.
4. Pay the $120 fee. Add $50 if you want expedited review.
5. Save the confirmation and any filing number, and keep a copy of the accepted filing with your company records.

Paper filings are also accepted by mail through the Secretary of the State's Business Services Division. Because the agency does not publish a turnaround time for them, plan well ahead if you file that way.

After you register: annual reports and changes

The annual report costs $80 and is due every year between January 1 and March 31. It confirms your registered agent information and keeps your registration current. Set a reminder for January 1, because the window is short. A missed report puts your registration at risk, as covered in the revocation section below.

A change of agent costs $50. File it when your Connecticut registered agent moves, changes, or is replaced. Do not wait for the next annual report, since the agent must be in place at all times.

A statement of withdrawal costs $120. File it when your LLC stops doing business in Connecticut and wants to end its registration. Simply stopping activity does not close the record, so the registration and its annual report obligations stay in place until you withdraw.

If your registration was revoked

A foreign LLC whose registration has been revoked and continues operating in Connecticut must re-register. When you re-register, use the revocation date as the start date for the new registration. An entity that skips this step risks a penalty letter from the Secretary of the State. If your status has lapsed, check it in the business records search first, then re-register rather than continuing to operate. Ask counsel how the gap period affects your existing contracts and any Connecticut tax filings.

Other Connecticut registrations and licenses

Connecticut has no general state business license. Registering your LLC with the Secretary of the State is a registration, not a license. Whether you need a license depends on your trade. Licensing is handled by agencies such as the Department of Consumer Protection, the Department of Public Health, the Connecticut Insurance Department, and the Department of Banking. The Business.CT.gov New Business Checklist and the eLicense system are the entry points for finding the right agency.

• Sales and Use Tax Permit. If you sell taxable goods or services in Connecticut, you need a Sales and Use Tax Permit from the Department of Revenue Services. Registration carries a $100 fee, and the permit must be displayed at each location.
• Trade name certificate. If you do business under a name other than your registered LLC name, file a trade name certificate with the town clerk where you primarily transact business. It is not filed with the Secretary of the State. The fee is $20.
• Local approvals. Towns and cities handle zoning, occupancy, and local health approvals. Connecticut has no county government, so there is no county license, county clerk, or county health department to visit. Local health departments and districts handle health matters where they apply, and planning regions address regional planning.

Taxes: confirm with DRS and a CPA

Connecticut does not impose a franchise tax or annual privilege tax on LLCs. How your LLC is taxed depends on its federal classification and on how much of its income is connected to Connecticut. An LLC taxed as a partnership or S corporation may elect the optional Pass-Through Entity Tax with the Department of Revenue Services. That election is annual and irrevocable for the year it is made. An LLC treated as a corporation pays the Corporation Business Tax at 7.5% of apportioned net income, with a $250 minimum. It also pays a capital base tax that is being phased out, at 0.16% for 2026, 0.11% for 2027, and none from 2028 (CGS 12-219). A 10% surtax applies to companies with total income of $100 million or more, or to companies filing in a combined unitary group. Whether any of this reaches your foreign LLC depends on your facts, so check with the Department of Revenue Services and a CPA before you assume you owe or do not owe.

Common mistakes to avoid

• Starting work in Connecticut before registering, then finding out the activity counted as transacting business.
• Using a post office box or commercial mailbox as the registered agent address.
• Missing the January 1 to March 31 annual report window.
• Operating under a trade name without filing a town trade name certificate.
• Assuming a state license exists for your trade without checking the agency that covers it.
• Letting the home-state certificate of existence go stale or forgetting to attach it.
• Continuing to operate after revocation without re-registering.

Official Connecticut resources

• Connecticut Secretary of the State, Business Services Division
• Business.CT.gov business forms and fees
• Connecticut online business records search
• Trade names information
• Connecticut Department of Revenue Services
• DRS sales tax information
• Connecticut Small Business Development Center
• SBA Connecticut district office

A foreign registration is often one piece of a larger compliance picture that includes tax, licensing, and local approvals. When your activity is complex, multi-state, or has already drawn a notice from the state, a Connecticut business attorney and a CPA can review your facts before you file.

Disclaimer: This article is informational only and is not legal or tax advice. Fees, deadlines, and rules change. Confirm current requirements with the Connecticut Secretary of the State, the Department of Revenue Services, and a qualified attorney or CPA before you file.