Connecticut Foreign LLC Registration: Certificate of Authority (Step-by-Step)

1. What is a Foreign LLC in Connecticut?

In Connecticut, the term “foreign LLC” does not refer to international companies. It simply means your limited liability company was originally formed outside Connecticut—either in another U.S. state or in another country—and you now intend to legally operate within Connecticut.

To do business in Connecticut, an out-of-state LLC must complete a Connecticut foreign LLC registration. Once approved, the state grants your company authority to operate, commonly known as a Certificate of Authority. The official filing document is the Foreign Limited Liability Company Application for Registration.

2. Do you need to register in Connecticut?

You generally must complete a Connecticut foreign LLC registration if your company is considered to be transacting business in the state. While Connecticut does not publish a single all-inclusive definition, common indicators include:

• Maintaining an office, warehouse, storefront, or physical presence in Connecticut
• Employing workers or long-term contractors based in Connecticut
• Regularly performing services or executing contracts within Connecticut
• Owning or leasing real estate or operational assets located in Connecticut

Activities that may not require registration

Connecticut, like most states, allows limited activities without triggering foreign registration—such as holding internal meetings, maintaining a bank account, or completing isolated transactions. If your business has ongoing operational ties to Connecticut, registration is strongly recommended.

3. Requirements checklist

Before filing your Connecticut foreign LLC registration, prepare the following:

1. Exact legal LLC name as registered in your formation state
2. Connecticut name reservation approval (required before filing)
3. Connecticut Registered Agent with a physical in-state street address
4. Principal business address and mailing address
5. Formation jurisdiction and original LLC formation date
6. Connecticut business start date (actual or planned)

Foreign LLC registration allows your existing company to legally extend operations into Connecticut without forming a separate entity.

4. Name rules and name reservation

Connecticut requires foreign LLCs to obtain a Certificate of Name Reservation before submitting the foreign registration filing. Your Connecticut name must:

1. Include LLC, L.L.C., or “Limited Liability Company”
2. Be distinguishable from existing Connecticut business entities
3. Avoid restricted or regulated terms unless proper approval is obtained
4. Match your legal name or use an approved Connecticut alternate (fictitious) name

5. Registered Agent requirements

Connecticut law requires every foreign LLC to maintain a Registered Agent in Connecticut. This agent acts as your company’s official point of contact for:

• Service of process (lawsuits and legal notices)
• Official correspondence from the Connecticut Secretary of State
• Compliance-related documents and state notifications

Who can serve as a Connecticut Registered Agent?

1. An individual Connecticut resident with a physical street address (PO Boxes not allowed)
2. A business entity authorized to provide registered agent services in Connecticut

Why most foreign LLCs use a professional agent

1. Privacy protection: your personal address stays off public records
2. Availability: guaranteed presence during standard business hours
3. Reliability: reduced risk of missed lawsuits or state notices
4. Convenience: especially valuable for out-of-state and non-U.S. founders

6. How to register a foreign LLC in Connecticut (step-by-step)

Step 1: Confirm your LLC is active and in good standing

Before starting your Connecticut foreign LLC registration, confirm that your LLC is active and compliant in its formation state. While Connecticut does not always require a Certificate of Good Standing to be uploaded with the filing, many banks, landlords, and partners will request proof that your LLC is valid and current in its home jurisdiction.

Step 2: Reserve your Connecticut business name (mandatory)

Connecticut requires all foreign LLCs to obtain a Certificate of Name Reservation before filing the foreign registration application. If your exact legal name is unavailable in Connecticut, you must reserve an acceptable alternate or Connecticut use name for state operations.

Step 3: Appoint a Connecticut Registered Agent

Your foreign LLC must designate a Connecticut Registered Agent with a physical street address located within the state. The agent must be available during normal business hours to receive legal documents and official notices on behalf of your company.

Step 4: File the Foreign LLC Application for Registration

Submit the Foreign Limited Liability Company (LLC) Application for Registration with the Connecticut Secretary of State. This filing formally authorizes your out-of-state LLC to transact business in Connecticut and leads to issuance of your Certificate of Authority.

• Enter your LLC’s legal name and Connecticut use name (if different)
• Attach the approved Certificate of Name Reservation
• Provide your principal office and mailing addresses
• List your Connecticut registered agent and registered office address
• State the date your LLC began or will begin doing business in Connecticut

Connecticut filing fee: $150 (one-time foreign LLC registration fee)

Step 5: Receive approval and Certificate of Authority

Once the filing is approved, Connecticut grants your LLC official authority to operate in the state. Your approval documents serve as proof of registration and may be required for banking, leasing, payment processing, and licensing activities.

7. After approval: taxes, licenses, banking

A) Connecticut tax obligations

After completing your Connecticut foreign LLC registration, most businesses will have ongoing Connecticut tax responsibilities. Connecticut does not impose a traditional franchise tax on LLCs. Instead, tax treatment depends on how your LLC is classified for federal tax purposes.

Many multi-member LLCs are subject to Connecticut’s Pass-Through Entity Tax (PET), which is paid at the entity level and allows members to claim corresponding credits on their Connecticut personal income tax returns. Single-member LLCs and federally disregarded entities may have different reporting requirements.

B) State and local business licenses

In addition to state registration, your business may require local or industry-specific licenses. Licensing requirements vary by municipality and by business activity (retail, professional services, construction, healthcare, and others).

C) EIN and business banking

Foreign registration does not create a new entity, so most LLCs continue using their existing EIN. However, banks and payment processors often require updated documentation, including:

• Connecticut Certificate of Authority (foreign registration approval)
• Operating Agreement (commonly requested)
• EIN confirmation letter from the IRS (IRS EIN resource)
• Owner or authorized signer identification

8. Connecticut foreign LLC fees and ongoing costs

• Name Reservation: approximately $25 (online processing fees may apply)
• Foreign LLC Registration Filing: $150 (state filing fee)
• Registered Agent Service: typically $100–$300 per year
• Local Business Licenses: varies by city and business type
• Connecticut taxes: depends on entity classification and income

9. Compliance tips for Connecticut foreign LLCs

• Maintain an active Connecticut registered agent at all times
• Stay compliant with home-state annual reports and taxes
• Track Connecticut tax filing deadlines based on your LLC’s classification
• Renew local business licenses as required
• Keep one organized compliance folder with all approvals and filings

10. Conclusion

Connecticut foreign LLC registration allows your existing LLC to legally operate in the state without forming a new entity. By reserving the correct name, appointing a registered agent, and filing the Application for Registration, you establish authority to do business with confidence.

With FormLLC, you receive a clear, guided process designed to help founders complete Connecticut foreign registration correctly the first time—without compliance surprises later.