Getting a Connecticut certificate of authority, from decision to withdrawal

For the money Connecticut gets, the corporation receives permission to operate in the state, a record on the public register, and a set of duties. There is an annual report at $435 or $50, an agent who has to stay current, and notices when officers, directors or addresses change. The application is a one-time cost. The upkeep is the lasting one.

A subsidiary that does the Connecticut work applies in its own name, as authority is asked entity by entity. The parent is not covered by its subsidiary's certificate. Where a parent also acts here, for example by signing contracts directly, it is a separate question. Keep the corporate chart handy, since you will need to say which entity employs the people and holds the contracts.

Connecticut uses "foreign" for any business formed outside the state and "domestic" for one formed under Connecticut law. A foreign business that wants to operate here registers. For corporations the registration is a certificate of authority, for LLCs a foreign registration statement. A different document, the certificate of legal existence, is what other states call good standing. It is proof, not permission, and the two are not interchangeable. Keep that distinction in mind while you read the rest.

Connecticut now runs business filing on a new system, and old CONCORD logins do not work, even if the state already holds your email. Start at business.ct.gov, use the Sign in link in the upper corner, then pick Sign up now. You will give your name, an email, a mobile number, a language, a username and a password, pass the human check, and enter the code that arrives by email or text. You may skip the code step. The account is the doorway to every online filing, including the annual report, so create it under an address that will still work in five years.

Item 14 of the application offers parts A, B and C, and only one may be used. The candidates are an adult who lives in Connecticut, a business on the state's register that keeps a Connecticut address, or, for a foreign entity, the Secretary of the State. You can serve as your own agent only if you are a Connecticut resident. Swapping agents later runs $50 with shares, $20 without. The agent page compares the options.

The annual report is the recurring cost. A stock corporation pays $435, a nonstock one $50. The state sends a reminder about a month before it is due, and the due date shows on the filing page once you log in. The January 1 to March 31 window is for LLCs and LLPs; a corporation reads its date from its own dashboard. A report that goes unfiled can end in dissolution by the office and blocks a certificate of legal existence.

For a stock corporation, an interim notice of a new officer or director is $20, a change of agent $50, a change of business address $50 and a name change $100. A nonstock corporation pays $20, $20, $50 and $20 for the same filings.

Two kinds of unsolicited offer reach new filers. One sells a certificate of legal existence to a business that does not need one to start. The other offers, for a price, to file the annual report. The office tells owners that some such companies are dishonest, says the report is easy to file yourself, and suggests signing in to your own account for deadlines and fraud alerts. If a letter looks official but asks for money, check it against the Business.CT.gov dashboard before paying anything.

A corporation that stops working in Connecticut files the Application for Certificate of Withdrawal at $0. The state defines the step as ending a registration while the business carries on where it was formed. See the withdrawal page. A corporation still operating should stay authorized, since withdrawal ends the right to operate in the state, and the withdrawal itself is made online.

Keep the filing confirmation, the agent's consent, the home-state proof, the date Connecticut work began and the reasoning behind it, the dashboard login details, and each annual report receipt. If a demand letter ever arrives, those papers answer most of its questions at once.

A corrected annual report for a corporation with shares is $100. A name change is $100 or $20, an officer or director who joins costs a $20 notice, and a change of business address is $50 either way. Each correction is a filing of its own with its own fee, so it is cheaper to read the application through before it goes in than to correct it afterwards.

We collect your answers, read the name against the home-state papers, prepare the application, file it online and pay Connecticut. For $199 we cover our part. We also tell you what the annual report will cost so there are no surprises. If you would rather file yourself, the self-filing page follows the screens.