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Connecticut Certificate of Authority Get authority in Connecticut

Connecticut Certificate of Authority / Late penalty

The late penalty for operating without a Connecticut certificate of authority

A foreign corporation that does business in Connecticut without a certificate of authority owes $300 for each month, partial months included, unless authority was in place by day 90 (Conn. Gen. Stat. 33-921(d)). The Attorney General may also go to court for an order holding the corporation back until fees and penalties are cleared. Collection starts with a demand letter.

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What the monthly charge builds to

MonthsMonthly charge
1$300
2$600
4$1,200
9$2,700
18$5,400

Back fees and interest come on top. Read the table as a unit price.

The statute, in plain terms

Section 33-921 governs foreign corporations. Its penalty provision makes a corporation that transacts business without authority liable for the monthly amount and spares one that gets its certificate within 90 days of beginning. It adds the court power over fees and penalties. LLCs have a parallel clause in section 34-275a with the same dollar figure, and for them proceedings by the Attorney General must come within 3 years of the levy.

How the demand letter works

A letter comes from the Foreign Investigations Unit when the office finds a business has been working in Connecticut, against the General Statutes, for over 90 days. The letter states the fees and penalties it says are due. To pay, sign in to the Business.CT.gov account and pick Foreign Investigation Penalty, a route the state offers to foreign partnerships, companies, corporations and trusts alike.

When a letter arrives

  1. Note the date and period

    Write down when it came and what time span it covers.

  2. Compare with your own records

    The start date of Connecticut work is the key fact.

  3. Decide whether to pay or dispute

    Paying is done online; disputing is by email to the unit.

  4. Apply for authority

    The application is $385 for a corporation with shares.

Disputing the amount

To dispute fees, the state takes disputes by email to the unit. The unit can ask for a sworn statement of facts that might lower the penalty, or for sworn answers to written questions called interrogatories.

Day 60 against day 91

A corporation whose authority is in place by day 90 owes no monthly charge. One that applies on day 91 owes $300 for the first partial month, because a part of a month counts in full, and the figure grows with every further month.

Counting the months

Since the statute counts a partial month in full, a corporation that began on the first of March and applies on the tenth of September has operated through seven calendar months, and the unit price of those seven is $2,100. That is arithmetic for illustration and not a forecast of any bill.

What applying late does

Applying stops the count. It does not undo what has built up. A corporation that applies on day 60 has no monthly charge to face, while one that applies after a year faces the months it worked without authority, plus back fees. The application costs $385, and the charge for being late is a multiple of $300.

The corporation's other duties during a dispute

While a penalty question is open, the ordinary duties continue. The annual report still falls due once the corporation holds authority, the agent still has to be reachable. Registration is no admission of anything on its own; it is the way to stop the monthly count.

Questions for a Connecticut lawyer

Whether an unauthorised foreign corporation can bring a lawsuit in Connecticut courts, and how the unit sets an amount, depend on the facts, and the answers to the unit are sworn; a Connecticut business lawyer can tell you before you answer. A corporation with shares applies for $385, and a nonstock corporation applies for $40. The monthly charge stops counting once authority is in place.

Penalty questions

How much is the late penalty?

$300 per month for a corporation, with partial months counted, after a 90-day grace.

Who sends the demand?

The Foreign Investigations Unit of the Secretary of the State.

Can the Attorney General do more?

For a corporation the statute lets the Attorney General seek an order restraining it until fees and penalties are paid.

Can I contest the amount?

Yes, in writing to the unit, which may ask for an affidavit or answers under oath.

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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
Start my Connecticut order

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

  1. Business.CT.gov, foreign stock corporation forms and fees
  2. Connecticut Secretary of the State, Application for Certificate of Authority, foreign corporation (PDF)
  3. Business.CT.gov, foreign annual report forms and fees
  4. Business.CT.gov, foreign LLC forms and fees
  5. Business.CT.gov, foreign nonstock corporation forms and fees
  6. Connecticut General Statutes, chapter 601 (foreign corporations)
  7. Connecticut General Statutes, chapter 613a (foreign LLCs)
  8. Business.CT.gov, foreign investigations penalties

Need authority to operate in Connecticut?

Give us the entity type and its home state. We prepare the application and settle the agent details.

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