If your corporation was founded outside Connecticut, the state considers you a foreign company. Before you can sign a lease, hire staff, or put down real business roots there, you need a certificate of authority from the Secretary of State.
Connecticut General Statutes § 33-920 makes it crystal clear and non-negotiable: no business transactions can occur without proper paperwork. Registration gives your company legal standing to sign enforceable contracts, open bank accounts, and use Connecticut courts.
You’ll need a foreign registration in Connecticut if you’re doing business there. However, Connecticut doesn't provide a clear checklist of what counts as doing business.
The statutes approach the question indirectly: they specify what definitely doesn't trigger registration and leave everything else to your judgment. This includes:
This means you need to compare each of your Connecticut activities against the statutory exemptions. If what you're doing falls outside those safe harbors, you must register before finalizing your first sale, hire, or lease.
Under Connecticut General Statutes §33-921, a foreign corporation doing business without proper certification owes the state $300 for every month (or fraction thereof) it remains unregistered. No maximum limit exists. The charges accumulate until you file, and you'll also owe the standard registration fee plus interest.
The quickest path to register your out-of-state corporation in Connecticut runs through the Secretary of the State's Business Services portal. Set up an account to manage everything, including name searches, forms, and payments, in one dashboard.
Paper forms remain an option, but online filings process faster and deliver your Certificate of Authority electronically.
Connecticut keeps it straightforward with just two essential documents, but both must be flawless. You'll need a Certificate of Existence or Good Standing from your home state, issued within the last 90 days.
You'll also complete the Application for Certificate of Authority. Download the PDF from the state website or fill it out online.
The application captures all necessary details, including:
Some non-English documents require certified translations, though requirements vary by agency and context. After submission, the state reviews everything and emails your stamped Certificate of Authority.
Check name availability first through the search tool in the Business Services portal. Your corporate name must be distinguishable from existing Connecticut entities and include a corporate identifier such as "Corporation," "Incorporated," "Company," "Limited," or their abbreviations.
However, Connecticut provides flexibility for foreign corporations whose names don't already contain these required identifiers. If your corporation's name lacks a corporate identifier, you may add one to your corporate name for use in Connecticut.
Your name doesn't need to match exactly what appears on your Certificate of Good Standing, as Connecticut allows you to modify it to meet state requirements while maintaining your legal identity from your home state.
If your name is taken, you have two choices: adjust the name until it's available, or register an alternate name. Both require extra filings.
Connecticut’s filing fees are pretty straightforward and based on entity type:
Electronic submissions typically process within a few business days, while paper filings can take weeks due to mail handling and manual processing.
Connecticut won't issue your certificate of authority until you name a registered agent who lives or operates in the state. Every foreign corporation must maintain a registered office (no P.O. boxes) and a registered agent in Connecticut at all times.
You have several ways to meet the requirement:
Whichever path you choose, the agent must sign a written consent before you file your Application for Certificate of Authority. Professional services include this consent in their setup package, saving you back-and-forth communications.
Ongoing compliance centers on three key elements: filing an annual report, paying taxes, and maintaining your good-standing status.
Neglect any of these, and the Secretary of State may revoke your authority, while the Department of Revenue Services can add interest and penalties. Worse, a corporation that loses good standing risks the same $300-per-month fines that apply to unregistered entities.
Every foreign corporation must confirm its key information with the Secretary of State through the online portal. The online form asks you to verify or update your principal and mailing addresses, registered agent details, the names, titles, and addresses of officers and directors, and when you first did business in the state.
Submit the annual report on or before your registration anniversary month and pay the current filing fee directly through the portal's payment screen.
Connecticut taxes foreign corporations just like domestic ones, similar to how states impose a franchise tax on entities for the privilege of doing business. After receiving your certificate of authority, register for a Tax Registration Number through the Department of Revenue Services (DRS).
This number gives you access to the Corporation Business Tax e-filing system. The tax applies to net income attributed to the state and must be paid by the fifteenth day of the month after your federal return's due date. If you have employees or sell taxable goods and services, also register for withholding and Sales and Use Tax accounts under the same DRS profile.
Good standing is an ongoing status you must maintain year after year. You preserve it by:
If you fall out of good standing, the Secretary of State may issue a revocation notice. Once revoked, you lose the legal right to conduct business and must fix every issue and pay required penalties before the state will reinstate you.
If you want to remove your business from Connecticut, file a Certificate of Withdrawal with the Secretary of State through the portal, providing a mailing address where the state can send future legal documents. Before filing, clear all Corporation Business Tax obligations and submit a final return.
How long is a Certificate of Good Standing from my home state valid for Connecticut registration?
You need a Certificate of Good Standing (also known as a Certificate of Existence) that was issued within the last 90 days.
What happens if your corporation's name is already taken in Connecticut?
Run a name search through the Secretary of State's online database first. If your exact name is unavailable, you have two options: register an alternate corporate name that includes "Inc.," "Corp.," or similar suffix, or file a DBA in every Connecticut town where you'll do business. Either path must be completed before the Secretary of State issues your certificate of authority.
How do you update your corporation's information after registration?
Most changes get reported in your annual report through the online portal. However, critical changes, such as registered agent resignations, must be filed immediately rather than waiting for the following annual report.
What happens if your corporation loses good standing in its home state?
Connecticut relies on that home-state Certificate of Good Standing to prove you still exist. If your charter gets voided or suspended back home, you can't renew your authority in Connecticut.
Connecticut hits hard with monthly penalties for operating unregistered, 90-day Certificate of Good Standing windows, and complex coordination between the Secretary of State portal, your home-state filing office, and registered agent vendors. Ongoing annual reports and tax registration requirements further complicate ongoing compliance.
Discern eliminates this administrative nightmare by consolidating everything into one workflow: automated Certificate of Good Standing coordination, integrated registered agent services, and centralized deadline tracking that prevents costly penalties before they start.
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