Connecticut Certificate of Authority / Delaware entities
A Delaware company getting Connecticut authority
An LLC formed in Delaware that begins work in Connecticut files the Foreign Registration Statement for $120, while a Delaware corporation instead applies for authority at $385. Delaware keeps charging its $400 annual LLC tax, due June 1. For an LLC the two states together cost $480 a year once Connecticut's $80 report is added.
Delaware LLC and Connecticut costs together
| Item | Delaware | Connecticut |
|---|---|---|
| Getting started | Nothing further | Foreign Registration Statement, $120 |
| Proof of good standing | $50 from Delaware | We ask for it in case the online screens call for it |
| Yearly | $400 tax by June 1 | $80 annual report |
| Late | $200 added | Possible dissolution after a missed report |
Why the Delaware name may need a second choice
If the Delaware name is unavailable in Connecticut, the application provides for an alternative to use here, and the state records it in place of the Delaware name. Prepare a second choice, and remember a name change later costs money.
Corporation or LLC?
The Connecticut filing depends on what the Delaware entity is. A corporation takes the certificate of authority route, $385 where there are shares, with $285 of it a license charge. An LLC takes the registration statement route at $120. The costs in the rest of this page use an LLC, because Delaware's annual figure for LLCs is the one shown above.
Signing and public record
An authorized official signs the Connecticut statement, which carries a warning about false statements. A new manager or member mid-year is a $20 interim notice, and the whole filing is open to the public.
Delaware first, then Connecticut
Pay Delaware before you start in Connecticut. Delaware wants $400 by June 1 and tacks on $200 for lateness. A lender in Connecticut may later ask for proof of home-state standing, and a Delaware certificate costs $50. We request one if the filing needs it.
Reading the Connecticut form with a Delaware record in hand
Item 1 is the Delaware name as the certificate prints it. Items 3 and 4 give Delaware and the formation date. Item 5 is the Connecticut start date, and the principal office in item 6 is wherever the business is run from. Item 7 applies only where Delaware requires the LLC to keep an office there. In item 10 a Connecticut agent is required: the Delaware agent works only if it also appears on the Connecticut register with an address in the state. Item 11 names at least one manager or member.
A Delaware parent and its Connecticut subsidiary
Authority is asked entity by entity. If a Delaware holding company owns a Connecticut operating company, the operating company is the entity doing the work, and it may be a Connecticut entity with no foreign registration at all. A Delaware entity that itself does work here is the case that needs the filing. Ownership layers also appear in the public record through item 11.
A Delaware corporation instead of an LLC
A Delaware stock corporation that opens a Connecticut office applies for the certificate of authority at $385 and then pays $435 a year to Connecticut. The Delaware charges for a corporation differ from the LLC tax shown above. It is not part of the Connecticut figures here.
Delaware proof, Connecticut proof
Two certificates matter and they are not the same. Delaware's good standing certificate proves the entity is current at home and costs $50. Connecticut's certificate of legal existence proves it is registered and current in Connecticut, and for a corporation costs $50 for the express form. Connecticut issues its own only after authority is granted and the annual report is up to date.
Two bills, two seasons
Delaware's LLC tax falls on June 1. Connecticut's LLC report falls between January 1 and March 31. A corporation's annual report in Connecticut costs $435 or $50. A payment in either state is invisible to the other, so put both in one calendar and treat each date as separate. Connecticut's report is filed online through Business.CT.gov.
Year-one arithmetic for a Delaware LLC
In the first year the combined state cost is $600: $400 to Delaware, $120 for the Connecticut statement and $80 for the first Connecticut report. After that the yearly figure is $480. Agents and our fee are extra.
Getting a Delaware entity authorised in Connecticut
Identify the entity type
LLC or corporation, stock or nonstock.
Clear the Delaware obligations
The $400 tax for an LLC, by June 1.
Choose the Connecticut agent
A, B or C on the form.
File
$120 for an LLC or $385 for a corporation with shares.
Delaware entity questions
Does a Delaware LLC need a certificate of authority?
No. It files the Foreign Registration Statement for $120.
Does registering stop the Delaware tax?
No. Delaware's $400 stays due.
What does a Delaware corporation pay?
$385 to apply, then $435 a year to Connecticut, plus whatever Delaware charges corporations.
Our fee, then the Connecticut fee
Get authority in Connecticut
Delaware or any stateConnecticut
$199
+ $385 Connecticut fee
- The Application for Certificate of Authority, completed from what you tell us
- Home-state proof of existence, ordered if the filing needs it
- A Connecticut agent: ours, the Secretary of the State, or a person you already trust
- The filing, then your annual report dates
- Renewal: after the first year, the agent service renews at $149 a year
Our fee and the Connecticut fee show as separate lines at checkout. A nonstock corporation pays less, and an LLC pays its own fee. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Sources
- Business.CT.gov, foreign stock corporation forms and fees
- Connecticut Secretary of the State, Application for Certificate of Authority, foreign corporation (PDF)
- Business.CT.gov, foreign annual report forms and fees
- Business.CT.gov, foreign LLC forms and fees
- Business.CT.gov, foreign nonstock corporation forms and fees
- Delaware Division of Corporations, LLC/LP/GP annual tax
- Connecticut Secretary of the State, Foreign Registration Statement for a limited liability company (PDF)
- Delaware Division of Corporations fee schedule (PDF)
- Business.CT.gov, certificate of legal existence forms and fees
Need authority to operate in Connecticut?
Give us the entity type and its home state. We prepare the application and settle the agent details.