Connecticut LLC Reinstatement: How to Revive a Dissolved or Forfeited Entity
Connecticut LLC Reinstatement: How to Revive a Dissolved or Forfeited Entity
If your Connecticut LLC no longer shows as active on the Secretary of the State's records, you may be able to get it back. To connecticut reinstate llc records, you generally file everything that is past due, pay the reinstatement fee, and wait for staff review. The paperwork is short. The harder part is working out which problem you have and acting before the entity's name is released.
This guide covers the Connecticut process for LLCs, with a short note on other entity types. It explains the notices you may have received, the reinstatement fees, how long review takes, and what to ask the Secretary of the State and the Department of Revenue Services (DRS) before you file.
This is informational content, not legal or tax advice. Your situation may depend on facts this guide does not cover. Confirm each step with the agency, and for anything complex, work with a Connecticut attorney or CPA.
Dissolved, forfeited, or revoked: which one applies to you
Connecticut uses several terms for an entity that has fallen out of good standing. They do not all lead to the same path.
- Dissolved can mean the owners ended the business on purpose and filed to wind it up. If that happened, your options may differ from the administrative path described here. Ask the Secretary of the State what the record shows before you assume reinstatement is available.
- Forfeited is the status this guide covers most directly. The state ends the entity's authority to operate because required filings were not made.
- Revoked applies to a foreign entity, meaning one formed in another state that registered to do business in Connecticut. A revoked foreign entity must re-register instead of reinstating.
Your entity's record on the Business.CT.gov business search will show its current status. Check it first, and keep a dated copy for your files.
How an LLC reaches forfeited status
The sequence matters because it tells you how much time you have to act.
- The Secretary of the State (SOTS) sends a Notice of Intent to Dissolve or Revoke. This is the warning that required filings are past due.
- You have 90 days from that notice to file all past-due reports.
- If the reports are not filed in that window, SOTS issues a Certificate of Dissolution or Revocation. At that point the entity is forfeited.
If you are still inside the 90-day window, the simplest outcome is to file the past-due reports and keep the entity active. Once the certificate issues, you are on the reinstatement path described below.
Timeline at a glance
| Stage | What happens | How long |
|---|---|---|
| Notice of Intent to Dissolve or Revoke | SOTS warns that past-due reports must be filed | Clock starts on the notice |
| Cure window | You file all past-due reports | 90 days |
| Certificate of Dissolution or Revocation | The entity becomes forfeited | Issued after the window closes |
| Reinstatement review | SOTS staff review your filing | 3 to 5 business days, or 1 business day with expedite |
Reinstatement fees
These are the Secretary of the State's reinstatement fees by entity type. Confirm the current amounts on the Business.CT.gov forms and fees page before you pay, because state fees can change.
| Entity type | Reinstatement fee | Notes |
|---|---|---|
| Limited liability company (LLC) | $120 | Ask SOTS whether back annual reports are also owed |
| Stock corporation | $300 | Includes the required annual report |
| Nonstock corporation | $160 | Confirm any additional filings with SOTS |
| Limited partnership | $120 | Confirm any additional filings with SOTS |
Expedited review adds $50 per transaction. It is available only for online filings, so you cannot use it if you file by mail. The LLC Annual Report fee is $80. Treat that figure as the regular annual fee, not a settled total for back years, until SOTS confirms what it will require.
Step by step: how to reinstate an LLC
- Pull the exact record. Search the business name on Business.CT.gov and note the legal name exactly as it appears, the formation details, and the current status. Your filing has to match the record.
- Confirm your registered agent. Connecticut requires every LLC to appoint and continuously maintain a registered agent. The agent must be either a Connecticut resident at least 18 years old or a business entity registered with SOTS. 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. If the agent or address has changed, update it as part of this process.
- Log in to Business.CT.gov. Sign in to the entity's account. Choose Manage your business, then select the reinstatement option.
- Pay the fee. Pay the $120 LLC reinstatement fee. Add the $50 expedite fee if you want one-business-day review.
- Wait for review. Staff review takes 3 to 5 business days, or one business day with expedite.
- Confirm the result. Once approved, search the entity again and confirm it shows as active before you sign contracts, open accounts, or resume normal operations in its name.
Keep the confirmation, receipts, and the updated search printout together. If a bank, lender, or customer asks for proof of good standing, you will need them.
Before you file: three questions that change what you owe
The online form is the easy part. Three questions can change the total cost and the completeness of your filing, and the form does not answer them for you.
Are back annual reports owed?
Email the Business Services Division at [email protected] and ask whether back annual reports are owed in addition to the reinstatement fee. An LLC's regular Annual Report fee is $80, but do not assume a figure for past years until SOTS confirms what is due. Get the answer in writing if you can.
Is a tax clearance needed?
Check with the Department of Revenue Services at portal.ct.gov/drs about whether any tax clearance is needed before reinstatement. Connecticut has no franchise tax or annual privilege tax on LLCs. An LLC taxed as a partnership or S corporation may elect the optional Pass-Through Entity Tax, which is an annual election. An LLC treated as a corporation pays the Corporation Business Tax. A forfeited entity may have missed filings or payments during the gap, so ask DRS what is open on the account.
Is the registered agent current?
An agent who has moved, closed, or stopped accepting service can leave the entity out of compliance even after the reports are filed. Verify the agent's name and address before you submit, and keep a copy of the agent's acceptance if one exists.
Why you should act quickly
A forfeited entity is not simply paused. It may only wind up its affairs, which means closing out existing obligations rather than carrying on ordinary business. Signing new contracts, taking new customers, or operating under the LLC name while forfeited can create problems for you and for the people who deal with the business. Pause new business until reinstatement is approved, and confirm the consequences of any activity you have already done with a professional.
The name is also at risk. Once an entity is forfeited, its name becomes available, and another person can register it. Search your exact name on Business.CT.gov right away. If someone else has taken it, ask SOTS what options you have before you file, because a name you have used for years may be the most valuable part of the business.
A worked example
Suppose a single-member LLC received a Notice of Intent to Dissolve or Revoke, missed the annual report, and wants to keep its name. The owner files the past-due reports inside the 90-day window and the entity stays active, which costs only the filings themselves. If the window closes first, the certificate issues and the entity is forfeited. Reinstatement then costs the $120 LLC fee, or $170 with expedite. The owner still needs to ask SOTS whether back annual reports are also owed and to check with DRS about tax clearance, because those answers can add cost that the $120 fee does not cover.
Revoked foreign LLCs
If your LLC was formed in another state and registered in Connecticut as a foreign LLC, the revocation path is different. A revoked foreign entity must re-register rather than reinstate. Re-registration is a new filing, so confirm its requirements and fee with SOTS before you file. Like any LLC registered in Connecticut, it must maintain a Connecticut registered agent.
Questions to put to SOTS and DRS
Before you file, send these questions and keep the replies:
- SOTS ([email protected]): Are back annual reports owed in addition to the reinstatement fee, and if so, what is the total?
- SOTS ([email protected]): Is the exact name still available on the record?
- SOTS ([email protected]): Does my entity follow the administrative forfeiture path in this guide, or is it dissolved on a different basis?
- DRS (portal.ct.gov/drs): Is tax clearance needed, and what filings or payments are open on the account?
When to get professional help
A forfeiture caused by one missed annual report, with no tax issues and no disputes, is often something an owner can handle directly. Get professional help if the entity has unpaid tax balances, has employees or contracts in question, holds real estate or debt in its name, or has lost its name to another entity. An attorney can advise on personal liability and on any activity that took place while the entity was forfeited. A CPA can review missed returns and payments from the gap period. The Connecticut Small Business Development Center can also help you think through the decision before you hire anyone.
Official resources
- Connecticut Secretary of the State, Business Services Division: portal.ct.gov/sots/business-services/bsd
- Business.CT.gov forms and fees: business.ct.gov/business-services/business-forms-and-fees
- Business.CT.gov business search: service.ct.gov/business/s/onlinebusinesssearch
- Connecticut Department of Revenue Services: portal.ct.gov/drs
- Connecticut Small Business Development Center: ctsbdc.uconn.edu
Disclaimer: This guide is informational only and is not legal or tax advice. Fees, deadlines, and procedures can change, so confirm them with the Connecticut Secretary of the State and the Department of Revenue Services before you act. For complex situations, consult a qualified Connecticut attorney or CPA.