Connecticut Certificate of Authority / Required?
When a Connecticut certificate of authority becomes necessary
A corporation formed outside Connecticut needs a certificate of authority, $385 for a corporation with shares, before it conducts business here, and the foreign corporation statute allows 90 days from the start of business before it charges $300 a month.
The rule
A business created outside Connecticut must register to do business here, while one formed under Connecticut law files a formation. The statute fills in the rest, with a different filing for each entity type, so the first step is knowing which entity you hold.
The penalty clause and its limits
The penalty clause of the foreign corporation statute, section 33-921, reads this way: $300 for each month or part of one, nothing monthly if the corporation is authorized within 90 days of beginning business, and a power for the Attorney General to seek a court order against the corporation until what it owes is cleared (Conn. Gen. Stat. 33-921(d)). Whether an activity falls short of doing business turns on the facts, and a Connecticut business lawyer is the right adviser.
How the clock and the charge run
The grace period runs from the day the corporation first transacts business in Connecticut. Inside the 90 days there is no monthly charge. After day 90 the charge is $300 for each month or part of one, the Attorney General can seek an order restraining the corporation until it pays, and a letter from the Foreign Investigations Unit can follow. Applying stops the count; it does not erase what has built up.
Facts that bear on the answer
Write these down before you decide.
- The first date anyone acted for the corporation in Connecticut.
- Whether officers, employees or contractors are based here.
- Whether the corporation owns, leases or stores property in the state.
- Where contracts are signed and accepted.
- How often work recurs, and whether more is coming.
- Any letter received from the Foreign Investigations Unit.
Demand letters and the LLC route
When the office finds that a business has been working in Connecticut past the grace period, the Foreign Investigations Unit may write. The letter states the fees and penalties it says are due. The business pays by signing in to its account and choosing Foreign Investigation Penalty, or disputes the amount by email to the unit. An LLC does not use this application: it files the Foreign Registration Statement at $120, under its own penalty clause, and for an LLC the Attorney General must bring proceedings within 3 years of the levy.
Situations that prompt the question
A regional sales manager who lives in Connecticut. The question is whether the manager is an employee, where they work, and whether they conclude deals.
A trade show or a one-week installation. Ask how long it lasts and whether it repeats.
A subsidiary that leases an office. Ask which entity signs the lease and which one does the work.
A parent company with a Connecticut project run by its subsidiary. Registration is asked entity by entity, so the question is what the parent itself does.
A nonprofit that runs programs here. The nonstock fee is lower, and the question of activity is the same.
None of these gets a yes or no from us.
The arithmetic on each side
Applying costs $385 with shares or $40 without, followed by an annual report at $435 or $50. Staying unauthorized costs $300 a month once the grace is gone, so six months is $1,800 before any back fees. Neither side of the sum decides the legal question, but together they show why an early application is the cheaper of the two.
What authority leads to
An authorized corporation owes a yearly annual report: $435 with shares, $50 without. It keeps a Connecticut agent: the Secretary of the State, a resident or a registered business. It files an interim notice at $20 when an officer or director changes, and pays $50 to change its business address. Everything it files is public record. Authority does not make it a Connecticut company, and ending it later takes the Application for Certificate of Withdrawal at $0.
How a nonstock corporation differs
A nonprofit without stock pays $40 to apply and $50 yearly for the report, with agent changes and officer notices at $20 each. Whether its activity counts as doing business is the same question as for a stock corporation, and the lower fee does not change the 90-day clock.
If you decide to apply
Apply as soon as you decide, and record the start date honestly. What the form asks is set out on the application page, and a letter that has already come is covered on the penalty page, which is worth reading before you reply.
If you decide not to apply
Write down why. Date the note, list the facts you relied on, and diarize a review whenever the corporation's Connecticut footprint changes: a hire, a lease, a second contract. The decision is not permanent.
Required-or-not questions
Does Connecticut publish a list of exceptions to doing business?
The statute has one; whether an activity qualifies is a matter of fact.
Is there a grace period for corporations?
Yes. The corporation statute includes a 90-day provision.
Can the Attorney General do more than collect money?
For corporations the statute lets the Attorney General seek a court order against the corporation until it pays.
Do LLCs follow the same rule?
Yes in outline: an LLC registers on a different statement with its own penalty clause.
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
- Connecticut General Statutes, chapter 601 (foreign corporations)
- Connecticut General Statutes, chapter 613a (foreign LLCs)
Need authority to operate in Connecticut?
Give us the entity type and its home state. We prepare the application and settle the agent details.