Connecticut Certificate of Authority / Withdrawing
Ending Connecticut authority with a certificate of withdrawal
A foreign corporation whose Connecticut work is done ends its authority with the Application for Certificate of Withdrawal, priced on the state's lists at $0 for stock and nonstock alike, with a matching LLP withdrawal at one price. A registered foreign LLC finds no equivalent on the lists.
What the state lists, by entity
| Entity | Withdrawal filing | Fee |
|---|---|---|
| Stock corporation | Application for Certificate of Withdrawal | $0 |
| Nonstock corporation | Application for Certificate of Withdrawal | $0 |
| LLP | Withdrawal of Certificate of Authority | $0 |
| LLC | Confirmed when we prepare your filing | Quoted when you order |
Withdrawal and dissolution are different steps
The office draws the line for you. Dissolution closes a business formed in Connecticut. Withdrawal is for a business from elsewhere that no longer wants to conduct business in Connecticut but remains in existence where it was formed. A foreign corporation therefore never dissolves in Connecticut. It withdraws, and its home state keeps the corporation alive.
Why a corporation should not simply stop filing
The annual report is the expensive habit. A stock corporation that stays authorised owes $435 each year whether or not it is working in Connecticut, and a nonstock one owes $50. Skipping a report invites dissolution by the office and rules out a certificate of legal existence. A withdrawal at $0 ends the cycle at once. Over a three-year gap the unfiled reports of a stock corporation would total $1,305.
After the filing
Once the withdrawal is filed, the record shows the authority as ended, and the corporation has no Connecticut annual report to file. It continues to exist in its home state. If it returns to Connecticut work later, it applies again.
Who approves it
An officer with authority should sign off on a withdrawal, since it ends the right to operate in the state. Keep a board or manager approval with the records, and tell the agent so that the register and the agent agree.
The filing
The Application for Certificate of Withdrawal is made online through the Business.CT.gov account that holds the corporation's record. The state lists no fee for it. Our order form asks for the entity, its record, the date work in Connecticut ended and the name of the officer who will approve it, and we complete the online screens from those answers, confirming the current fields as we go.
What LLCs can do
For foreign LLCs the state's list has a statement of withdrawal only for a record still pending, at $120, and says no form exists. That item concerns a filing that has not been accepted yet. It does not close a registration that is in place. Tell us the LLC has stopped working in Connecticut, and we confirm which filing closes the record and whether one more annual report is due first.
Withdraw, or stay registered
| Withdrawal | Staying registered | |
|---|---|---|
| Yearly cost | $0 | $435 stock, $50 nonstock |
| Connecticut record | Authority ended | Stays open, duties continue |
| Certificate of legal existence | Not needed | Only while reports are current |
Withdrawing a corporation through us
Send the corporation details
Name, home state, Connecticut record and the date work ended.
Confirm the work is over
A corporation still operating should stay authorised.
We complete the online filing
The state lists no fee for it.
Keep the confirmation
The receipt goes in the corporate records.
Withdrawing an LLC through us
Give us the LLC's exact name and record, say that work in Connecticut has ended and on what date, and we confirm which filing ends the registration and whether a final annual report is due. File the answer with the LLC's records. Until the filing is confirmed, treat the LLC as registered and keep up its annual reports.
Coming back after a withdrawal
A corporation that withdrew and returns later applies again, and the stock corporation fee is $385 each time. That is why withdrawal suits a finished project and not a pause.
Before you withdraw
Ask whether any Connecticut work is still running, whether tax, employment or licensing steps need a professional's attention, and whether the agent has been told. The Secretary of the State does not handle those other matters. A corporation that withdraws and then resumes work will need a fresh application and the fee that comes with it, $385 for a stock corporation, so it should not withdraw for a short pause.
Withdrawal questions
Who should approve the withdrawal?
An officer with authority to bind the corporation, because the filing ends its right to operate in Connecticut. Keep the approval with the records, and tell the agent.
Does withdrawing close the corporation?
No. It ends authority in Connecticut. The corporation continues in its home state.
What does the certificate of withdrawal cost?
Nothing: $0 on the state's list.
Can an LLC use the same filing?
Not according to the state list, which shows it for corporations and LLPs.
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
- Business.CT.gov, foreign limited liability partnership forms and fees
- Business.CT.gov, dissolution versus withdrawal
Need authority to operate in Connecticut?
Give us the entity type and its home state. We prepare the application and settle the agent details.