Managing 15 Connecticut property LLCs means tracking 15 separate January-to-March annual report deadlines, maintaining 15 registered agents, and living with what one real estate investor called 'the constant dread that something's going to slip through right before closing.' Miss a single filing deadline and the consequences cascade: title companies halt your closing, lenders refuse refinancing approval, and the Secretary of State begins administrative dissolution proceedings. For portfolios with 50+ entities, compliance tracking becomes a full-time job that pulls you away from acquisitions and property operations. This guide walks you through Connecticut's entity compliance requirements and shows you how to eliminate the administrative burden that's keeping you from scaling your portfolio.
Connecticut recognizes six distinct entity structures for real estate investment, each governed by specific chapters of the Connecticut General Statutes with different formation requirements, governance structures, and ongoing compliance obligations.
Governing Statute: Connecticut General Statutes Chapter 613a (Uniform Limited Liability Company Act), Sections 34-243 through 34-283d
Connecticut LLCs offer pass-through taxation (Business Entity Tax was repealed January 1, 2020), flexible management (member-managed or manager-managed), and minimal formalities compared to corporations.
Critical Advantage: Single-member LLCs receive a complete exemption from Connecticut's real estate conveyance tax when transferring property from an individual to the LLC under Section 12-498. For a $500,000 residential property, this exemption saves $5,000 in state and municipal conveyance taxes that would otherwise apply to the transfer.
Governing Statute: Title 33, Chapter 601 (Connecticut Business Corporation Act)
Corporations may suit entities engaged in large-scale development requiring multiple shareholders or readily transferable ownership interests. Corporations face higher compliance burdens: $250 formation fees, $150 annual reports, and Corporation Business Tax at 7.5% of net income or $250-$1,000,000 capital-based minimum.
Connecticut legally recognizes Series LLCs under Title 34, Chapter 613a, §§ 34-243 through 34-283d (effective October 1, 2018) but does not authorize domestic formation. Real estate investors seeking Series LLC structures must form the entity in Delaware, Texas, or Wyoming and register it as a foreign LLC in Connecticut. Most Connecticut real estate investors requiring asset segregation use multiple standalone LLCs or parent-subsidiary structures instead.
Triggering Activities: Connecticut uses a negative definition approach under Section 33-920, listing eleven activities that do not constitute transacting business, including "owning, without more, real or personal property." Connecticut courts established in Matthews v. SBA, Inc., 149 Conn. App. 194 (2014) that foreign entities must engage in "continuous and systematic" activities to trigger registration requirements, not just passive property ownership.
Critical Application: A Delaware LLC acquiring a single Connecticut rental property for passive holding does not trigger registration requirements. However, operating the property with Connecticut-based management, employees, or continuous business activities crosses into "transacting business" territory requiring foreign registration.
Penalties for Non-Compliance: Foreign LLCs operating without registration face $300 monthly civil penalties (beginning after a 90-day grace period), complete inability to maintain lawsuits in Connecticut courts, and retroactive liability for all registration fees, annual reports, and state taxes calculated from the date business operations began.
Connecticut entity formation requires specific filings, fees, and designations. Processing occurs through the Secretary of State's online portal at business.ct.gov with standard (7-10 business days) or expedited 24-hour options ($50 additional fee).
First-Year Total Costs:
LLC (Domestic Formation):
Corporation (Domestic Formation):
Foreign LLC (Out-of-State Formation):
All filings processed through the Connecticut Secretary of State's online portal at business.ct.gov accept Mastercard, Visa, Discover, and American Express for online payments.
Connecticut annual compliance obligations vary significantly between LLCs and corporations, with different filing windows, fee structures, and consequences for non-compliance.
Due Date: January 1 through March 31 each year
Filing Fee: $20 per CT Gen. Stat. § 34-243u (note: official Connecticut sources show a discrepancy with the "File Annual Report" page indicating $80; verify current fee during online filing at business.ct.gov)
Required Information:
Important Limitation: Registered agent changes require separate Change of Agent form ($50 fee).
Due Date: Between January 1 and March 31 each year
Filing Fee: $250 for domestic stock corporations; $435 for foreign stock corporations
Required Information: Principal office address (full street address; P.O. Boxes NOT permitted), mailing address, valid email address, names and addresses of all officers and directors with their titles, authorized signature certifying accuracy.
Connecticut's $250 biennial Business Entity Tax on pass-through entities was repealed effective January 1, 2020. LLCs and partnerships no longer face this biennial tax obligation.
Connecticut imposes a Corporation Business Tax on corporations and LLCs that elect corporate tax treatment, calculated as the higher of 7.5% of Connecticut net income or a capital-based minimum ranging from $250 to $1,000,000. A 10% surtax applies to the calculated amount (extended through 2028), with certain exceptions. The tax is due on the 15th day of the fourth month following the close of the income year (April 15 for calendar-year corporations).
LLCs: No separate monetary penalty for late annual reports beyond the standard filing fee. However, administrative dissolution proceedings begin after more than one year of non-filing.
Corporations: $50 penalty under CT Gen. Stat. § 33-192 for failure to file annual reports or making untrue reports.
Corporation Tax Penalties: 10% of unpaid tax or $50 (whichever is greater), plus an additional 10% penalty if the return is not filed within 3 months after the due date, plus 1% monthly interest on unpaid tax amounts per Section 12-229.
After failure to file annual reports for more than one year, the Connecticut Secretary of State initiates administrative dissolution by sending notice with a three-month cure period. If not cured, a certificate of dissolution is filed and the entity loses its certificate of good standing, can conduct business only to wind up affairs, and its business name becomes available for others to use.
Reinstatement Requirements:
Critical Benefit: Reinstatement relates back to the dissolution date, restoring the entity "as if dissolution never occurred."
Federal Beneficial Ownership Information Reporting (Effective January 1, 2024): Most Connecticut LLCs and corporations must file beneficial ownership information with FinCEN. Entities formed before 2024 had a January 1, 2025 deadline (now passed); entities formed during 2024 have 90 days from formation to file; entities formed in 2025 or later have 30 days from formation to file. Critical Update: FinCEN implements expanded residential real estate reporting rules in March 2026.
Connecticut Pass-Through Entity Tax (Effective January 1, 2024): Public Act 23-104 made the PTET optional rather than mandatory, requiring annual elections for qualifying partnerships and S corporations.
Statewide Trade Name Registry (Effective January 1, 2025): Public Act 24-111 established a centralized Connecticut Trade Name Registry with standardized filing procedures. Trade names expire five years after filing and require renewal to maintain active status.
Connecticut uses both "registered agent" and "statutory agent" as legally interchangeable terms for certain entity types per CT Gen. Stat. § 34-243n and § 34-507. Every LLC, corporation, and foreign entity must maintain continuous registered agent appointment.
Connecticut residents 18+ years old, domestic Connecticut entities (corporations, LLCs, LLPs, statutory trusts), and foreign entities properly registered in Connecticut qualify as registered agents.
Registered agents must maintain a physical Connecticut business address with street and number or other specific designation per CT Gen. Stat. § 34-243n. P.O. boxes do not satisfy the statutory requirement.
Standard Change Fee: $50 for most entities (corporations, LLCs); $20 for non-stock corporations and limited partnerships
Required Forms:
All filings are submitted through the Connecticut Secretary of State online business portal, with expedited processing (guaranteed 24-hour turnaround) available for online submissions at an additional $50 fee per transaction.
Failure to maintain a registered agent triggers administrative dissolution under CT Gen. Stat. § 34-243n (LLCs) and Section 33-890 (corporations). Without a valid registered agent, your LLC may face administrative dissolution by the Secretary of State.
Here's a common trap: you form a property LLC and list the property address as the registered office. The property sells six months later, and suddenly that registered agent address becomes invalid thereby triggering compliance issues right when you're trying to close.
For portfolios with multiple property LLCs, each entity requires its own registered agent designation. A single missed notice about annual reports or tax obligations can cascade into compliance failures. Professional registered agent services provide address stability regardless of property transactions, centralize legal notices for multiple entities, and ensure continuous availability to receive service of process.
Should I use an LLC or Corporation for Connecticut real estate holding?
LLCs win for Connecticut real estate holding, and the numbers make it clear: $120 formation cost versus $250 for corporations, and the critical single-member LLC conveyance tax exemption saving thousands on property transfers. Annual reports cost $80 for LLCs versus $150 for corporations. Pass-through entities structured as LLCs have no ongoing business entity-level tax. Corporations remain subject to Corporation Business Tax at 7.5% of net income or a capital-based minimum ($250-$1,000,000). LLCs remain the predominant choice for Connecticut real estate holding entities due to their tax efficiency and lower compliance burden.
What triggers foreign LLC registration requirements in Connecticut?
Connecticut defines this by listing what does NOT trigger registration under the statutory exemption in Section 33-920(b). Passive ownership of Connecticut real estate without more does not trigger registration. However, operating rental properties with ongoing management activities, maintaining Connecticut offices or employees, or conducting regular property acquisition/sales activities crosses into "transacting business" requiring foreign registration. Courts use a "continuous and systematic" standard from Matthews v. SBA, Inc., 149 Conn. App. 194 (2014). Unregistered foreign LLCs face a $300 monthly penalty (after a 90-day grace period) and inability to initiate lawsuits in Connecticut courts.
How much does Connecticut entity compliance cost annually?
For Connecticut property LLCs: $80 annual report represents the state-level annual cost (note: official sources show both $20 and $80—verify at business.ct.gov). No Business Entity Tax exists (repealed 2020). No franchise tax applies. Foreign LLCs pay the same $80 annual report. Corporations pay $150 annual reports plus Corporation Business Tax at 7.5% of net income or a capital-based minimum of $250-$1,000,000, plus a 10% surtax. The significant compliance cost: Controlling Interest Transfer Tax at 1.11% of property value when transferring 50%+ ownership interests ($11,100 on a $1 million property value). This applies separately from standard real estate conveyance taxes.
What happens if my LLC is administratively dissolved?
Connecticut begins administrative dissolution after more than one year of annual report delinquency per CT Gen. Stat. § 34-267g. The Secretary of State sends email notice with a three-month cure period. Reinstatement requires filing a Certificate of Reinstatement ($120), paying all outstanding fees, filing the current year annual report, and appointing a registered agent if lapsed. The critical advantage: reinstatement relates back to the dissolution date, restoring the entity as if dissolution never occurred.
Can I keep my name off Connecticut public records when forming an LLC?
No. Connecticut requires disclosure of at least one member or manager by name and address in the Certificate of Organization and annual reports per CT Gen. Stat. § 34-247, and this information becomes part of the public record. You may substitute a business address for a residence address upon showing of good cause (including security concerns), but your name remains publicly disclosed. Some real estate investors use a Delaware LLC as the disclosed member of the Connecticut property LLC for privacy layering.
Discern automates the entity-level compliance that keeps real estate structures operational across all 51 jurisdictions:
One-click foreign registrations: When a property acquisition requires registering in a new state, Discern handles the entire process, automatically obtaining certificates of good standing from the home jurisdiction and managing any publication requirements. No more coordinating between states or chasing down documents before closing deadlines.
Delaware franchise tax automation: Many real estate structures use Delaware entities for their holding companies and fund GPs. Discern calculates and files Delaware franchise taxes automatically, using both available methods to ensure the lowest possible tax amount.
Annual Report Filing: After registered in a new state, entities typically must file reports annually to remain in good standing. Discern automatically creates those filings as tasks, and allows you to file directly from the product. The product also notifies you about other franchise taxes typically filed by a tax accountant, (e.g. Business Privilege Tax) and allows you to track them.
Document digitization: Every state notice and legal document gets scanned and forwarded immediately through a centralized platform. Nothing gets lost when properties change hands or team members move on.
Real-time compliance visibility: A single dashboard shows every entity's status, registrations, and upcoming obligations. Customers with 200+ state registrations complete their annual compliance in just 5-10 minutes.
Portfolio onboarding: Discern audits all entities before onboarding, identifying and fixing historical compliance issues so your portfolio starts from a clean baseline rather than inheriting past gaps.
Streamline real estate entity compliance with Discern
Discern provides comprehensive registered agent services and compliance tracking designed for real estate businesses operating in multiple jurisdictions. Our platform centralizes compliance management, monitors filing deadlines, and provides automated alerts so you never miss a critical deadline. Book a demo today to see how Discern can streamline your real estate entity compliance across all states where you operate.
.png){kind=small}