What Is a Registered Agent for a Connecticut Corporation?
A registered agent is the person or entity that a Connecticut corporation designates to receive service of process, official state correspondence, and formal legal notices or demands on the corporation’s behalf. Under Conn. Gen. Stat. § 33-663, a corporation’s registered agent is “the corporation’s agent for service of process, notice or demand required or permitted by law to be served on the corporation.” The agent receives these documents at a designated physical address in Connecticut — the registered office — and forwards them to the corporation so that it can respond within any applicable deadlines. Every domestic or foreign, for-profit or nonprofit corporation doing business in Connecticut must designate and continuously maintain a registered agent and registered office in the state.
The registered agent’s role is strictly a statutory compliance function. The agent does not manage the corporation’s day-to-day operations, does not hold a corporate office by virtue of the appointment, and does not serve as a general commercial representative. The position exists so that the state and third parties always have a reliable point of contact through which to deliver legal process and official correspondence to the corporation. This role is distinct from those of the corporation’s officers, directors, and shareholders, even though an individual who holds one of those positions may also serve as the registered agent if the person otherwise qualifies.
Is a Registered Agent Required for a Connecticut Corporation?
A registered agent is a mandatory legal requirement for every corporation that must file an annual report with the Connecticut Secretary of the State. Under Conn. Gen. Stat. § 33-660, each such corporation “shall continuously maintain in this state” both a registered office and a registered agent at that office. The term “continuously maintain” means the corporation must have a qualified, available registered agent and a compliant registered office at all times — from the date of formation or registration through the date of dissolution, withdrawal, or termination. A coverage gap, even a brief one, places the corporation at risk of administrative action by the Secretary of the State.
The following corporation types must comply with this requirement:
- Domestic stock (for-profit) corporations — designated on the Certificate of Incorporation (Stock Corporation)
- Domestic nonstock (nonprofit) corporations — designated on the Certificate of Incorporation (Non-stock Corporation)
- Domestic professional corporations (PCs) — organized under Chapter 594a and subject to the same registered-agent provisions through § 33-660
- Foreign corporations — designated on the Application for Certificate of Authority filed to register for transacting business in Connecticut
Failure to maintain a registered agent may trigger administrative dissolution of a domestic corporation under Conn. Gen. Stat. § 33-890 or revocation of a foreign corporation’s certificate of authority under § 33-935.
Who May Serve as a Registered Agent for a Connecticut Corporation?
Any individual who is a Connecticut resident, or any qualifying business entity with a Connecticut address, may serve as a corporation’s registered agent. Section 33-660 sets out the eligibility rules, and the official form instructions confirm that “the corporation may not appoint itself as its registered agent.”
Option A — A Business Entity. A domestic corporation, domestic limited liability company, domestic registered limited liability partnership, or domestic statutory trust may serve as registered agent. Equally, a foreign corporation, foreign LLC, foreign registered LLP, or foreign statutory trust that has obtained a certificate of authority or certificate of registration to transact business in Connecticut may serve. The entity must provide a Connecticut business address (no P.O. box) and must sign the appointment acceptance. The entity may not be the very corporation it seeks to represent.
Option B — An Individual. Any natural person who is a resident of Connecticut may serve as a registered agent. The individual must provide a Connecticut residence address (no P.O. box) and a business address (or check “none” if no business address exists). The individual must sign the written acceptance of appointment before the formation or change document is submitted.
In addition, under § 33-660(b), a foreign corporation — but not a domestic corporation — may appoint the Secretary of the State and the Secretary’s successors in office to act as its registered agent. This option appears as a separate checkbox on the foreign corporation Application for Certificate of Authority and on Form BUS-10 (Change of Agent, Foreign Entities).
The registered office must meet specific location requirements:
| Requirement | Permissible | Not Permissible |
| Address type | Physical street address in Connecticut | P.O. box only |
| Service accessibility | Personal service at the agent’s address | Solely a mailbox or telephone answering service |
| Commercial address use | Permitted if the agent maintains a presence there | Address where no qualified agent can be found |
| Location | Anywhere in Connecticut | Outside Connecticut |
Note: The appointment of a registered agent “shall be in writing and shall be signed by the registered agent therein appointed,” per § 33-660(a). A formation or change-of-agent filing that omits the agent’s signature will be rejected by the Secretary of the State’s Business Services Division.
How to Designate a Registered Agent on Your Connecticut Certificate of Formation
The registered agent and registered office are designated directly on the corporation’s Certificate of Incorporation filed with the Connecticut Secretary of the State. For a domestic stock corporation, the agent information appears in Article 6 of the formation form, which requires the filing party to select either an individual agent or a business-entity agent and to provide the agent’s name, Connecticut address, and signature accepting the appointment. The official form instructions state that the corporation “may appoint either a natural person who is a resident of Connecticut” or a qualifying domestic or foreign business entity, and that “the agent must sign accepting the appointment in the space provided.”
Follow these steps to designate a registered agent when forming a Connecticut corporation:
- Obtain written consent from the intended registered agent before completing the formation form. The agent signs the acceptance directly on the Certificate of Incorporation — no separate consent form is filed with the state.
- Complete Article 6 of the formation form. Select Option A (individual) or Option B (business entity), provide the agent’s full legal name, and enter all required addresses. P.O. boxes are not acceptable for the business or residence address fields.
- Confirm the registered office address. The address listed must be a physical street address in Connecticut where the agent can be personally served during normal business hours.
- Submit the completed form to the Secretary of the State. Filings may be submitted online through the Business.CT.gov portal or by mail to Business Services Division, Connecticut Secretary of the State, P.O. Box 150470, Hartford, CT 06115-0470. Hand deliveries go to 165 Capitol Avenue, Suite 1000, Hartford, CT 06106.
- Pay the filing fee. The amount depends on the type of corporation.
Connecticut uses different forms for different types of corporations. The table below cross-references each form with its applicable fee:
| Corporation Type | Formation Document | Filing Fee |
| Domestic stock (for-profit) corporation | Certificate of Incorporation (Stock Corporation) | $250 |
| Domestic nonstock (nonprofit) corporation | Certificate of Incorporation (Non-stock Corporation) | $50 |
| Domestic professional corporation (PC) | Certificate of Incorporation (Stock Corporation), filed under Chapter 594a | $250 |
| Foreign stock corporation | Application for Certificate of Authority (includes $285 license fee) | $385 |
| Foreign nonstock corporation | Application for Certificate of Authority (Non-stock) | $40 |
An Organization and First Report must also be filed within 90 days of incorporating a domestic corporation, at an additional fee of $150 for stock corporations or $50 for nonstock corporations.
Note: Online filing through Business.CT.gov provides faster processing and fewer rejections. Expedited service is available only for online filings, not paper submissions sent by mail.
Registered Agent Requirements for Professional Corporations in Connecticut
A professional corporation (PC) in Connecticut is subject to the same registered-agent requirements as a standard for-profit stock corporation. The registered-agent eligibility rules of § 33-660 apply to professional corporations without modification, and the designation is made on the same Certificate of Incorporation form used for stock corporations.
The distinctions between professional corporations and standard for-profit corporations are governed by Chapter 594a (Conn. Gen. Stat. §§ 33-182a through 33-182l) and relate to ownership, management, naming, and scope of business — not to registered-agent rules. Under § 33-182c, only individuals who are licensed or otherwise legally authorized to render the same professional service may organize and become shareholders of a professional corporation. Section 33-182i provides that Chapter 601 (the Connecticut Business Corporation Act) applies to professional corporations “except to the extent that any of the provisions of this chapter are interpreted to be in conflict,” in which case Chapter 594a controls. Since Chapter 594a contains no alternative registered-agent provision, the standard rules apply in full.
| Requirement | Standard For-Profit Corporation | Professional Corporation |
| Registered agent eligibility | § 33-660 | § 33-660 (identical) |
| Written consent required | Yes | Yes |
| Registered office requirements | Physical Connecticut address | Physical Connecticut address (identical) |
| A corporation cannot be its own agent | Yes | Yes |
| Shareholder eligibility | No professional license required | Must be licensed in the same profession (§ 33-182c) |
| Corporate name | Must include “corporation,” “incorporated,” “company,” or abbreviation | Must include “Professional Corporation” or “P.C.” (§ 33-182h) |
| Formation filing fee | $250 | $250 |
Professional corporations are also subject to an annual professional service fee under § 33-182l, ranging from $60 (Class A) to $565 (Class I), payable to the State Treasurer. This fee is separate from the annual report filing fee.
Note: Chapter 594a covers a wide range of licensed professions — including physicians, attorneys, architects, professional engineers, certified public accountants, and psychologists, among others. A foreign professional corporation transacting business in Connecticut must obtain a certificate of authority under § 33-920, per § 33-182k.
The Registered Agent’s Role in Corporate Governance and Legal Proceedings
The registered agent occupies a distinct and statutorily defined position within the framework of corporate governance and legal proceedings. Its role is separate from, and should not be confused with, the roles of the corporation’s officers, directors, and shareholders. The agent ensures that the corporation receives timely notice of legal actions, government filings, and regulatory communications, so that the board and officers can take appropriate responsive action. A failure at this single point of contact can have serious consequences for the entire entity.
Primary Role — Designated Agent for Service of Process. Under § 33-663, the registered agent is the corporation’s primary point of contact for all legal processes, notices, and demands. Proper service on the registered agent at the registered office constitutes valid service on the corporation itself. In practical terms, a lawsuit is legally initiated against the corporation when the summons and complaint are delivered to the registered agent, triggering the corporation’s deadline to respond. Failure to respond in time may result in a default judgment.
Substitute Service When the Agent Is Unavailable. If a corporation has no registered agent, or the agent “cannot with reasonable diligence be served,” § 33-663(b) permits service by registered or certified mail addressed to the secretary of the corporation at its principal office. For foreign corporations, § 33-929 provides that if the foreign corporation has no registered agent or the agent cannot be found, the Secretary of the State becomes the corporation’s agent for service of process. Service on the Secretary in this circumstance is legally effective, but the corporation may not receive actual notice of the action in time to respond, creating a significant risk of a default judgment being entered without the corporation’s knowledge.
The Secretary of the State as Substitute Agent for Foreign Corporations. Under § 33-936(d), when the Secretary of the State revokes a foreign corporation’s certificate of authority, the Secretary becomes the foreign corporation’s agent for service of process. This substitute appointment takes effect automatically and reinforces the practical importance of maintaining continuous registered-agent coverage.
Governance Implications. The board of directors and officers bear responsibility for ensuring that a qualified, available registered agent is continuously maintained. Any change in the registered agent or registered office must be promptly reported by filing the appropriate change form with the Secretary of the State.
Registered Agent Information in Corporate Bylaws
Connecticut does not require a corporation’s bylaws to identify the registered agent or registered office. Under Conn. Gen. Stat. § 33-640, the incorporators or board of directors adopt initial bylaws, which “may contain any provision that is not inconsistent with law or the certificate of incorporation.” The statute permits broad discretion over what bylaws include, but it does not mandate that registered-agent information appear in them.
The official designation of the registered agent is made on the Certificate of Incorporation filed with the Secretary of the State and is updated by filing the appropriate change-of-agent form. Bylaws are internal governance documents maintained at the corporation’s principal office; they are not filed with the Secretary of the State’s office. Amending the corporate bylaws to reflect a new registered agent does not constitute an official change — only filing a change-of-agent form with the Secretary of the State has legal effect.
A corporation may nonetheless choose to reference its registered agent in its bylaws for practical governance reasons: providing directors, officers, and shareholders with a centralized reference to the corporation’s current registered-agent information; establishing an internal notification procedure when the registered agent or registered office changes; and documenting the process by which the corporation will appoint a replacement registered agent if the current agent resigns or becomes ineligible.
What Happens to a Connecticut Corporation Without a Registered Agent?
A Connecticut corporation that fails to maintain a registered agent or registered office faces administrative dissolution if it is a domestic entity or revocation of its certificate of authority if it is a foreign entity. The Secretary of the State’s Business Services Division enforces these consequences through a notice-and-cure process designed to allow the corporation to correct the deficiency before any formal action takes effect.
For a domestic corporation, § 33-890 authorizes the Secretary of the State to effect administrative dissolution when a corporation fails to file its annual report or otherwise falls out of compliance. The Secretary sends notice to the corporation at its principal office address on file. Unless the corporation corrects the deficiency within three months of the sending of that notice, the Secretary prepares a certificate of administrative dissolution. A corporation given the status “forfeited” loses the right to transact business under its name, and the business name becomes available for use by other entities.
For a foreign corporation, § 33-935 identifies the grounds for revocation of the certificate of authority, which include the foreign corporation being “without a registered agent or registered office in this state for sixty days or more.” The Secretary of the State initiates a revocation proceeding under § 33-936. Upon revocation, the Secretary of the State becomes the foreign corporation’s agent for service of process under § 33-936(d).
| Consequence | Statutory Authority |
| Administrative dissolution of a domestic corporation | § 33-890 |
| Revocation of a foreign corporation’s certificate of authority | §§ 33-935, 33-936 |
| Secretary of the State becomes substitute agent for foreign corporations | § 33-936(d) |
| Substitute service on the domestic corporation via mail to the corporate secretary | § 33-663(b) |
| Loss of good standing and right to transact business | § 33-891 |
| Risk of default judgment without the corporation’s knowledge | § 33-663(b); § 33-929 |
Reinstatement. A domestic corporation that has been administratively dissolved may apply to the Secretary of the State for reinstatement under § 33-892. The corporation files a Combined Certificate of Reinstatement and Annual Report, designating a new registered agent (with the agent’s signed acceptance) and paying the applicable fees: $300 total for a stock corporation ($150 reinstatement fee plus $150 annual report fee) or $160 total for a nonstock corporation ($110 reinstatement fee plus $50 annual report fee). A reinstated corporation retains its original date of formation. Foreign corporations whose certificates of authority have been revoked cannot reinstate — they must file a new Application for Certificate of Authority.
How to Change a Registered Agent for a Connecticut Corporation
Any registered Connecticut corporation — domestic or foreign, for-profit or nonprofit, professional or standard — may change its registered agent by filing the appropriate form with the Secretary of the State. The applicable forms are Form BUS-09 (Change of Agent, Domestic Entities) for entities formed in Connecticut and Form BUS-10 (Change of Agent, Foreign Entities) for entities formed outside Connecticut. The statutory authority for the change is § 33-661 for domestic corporations and § 33-927 for foreign corporations.
Follow these steps to change a Connecticut corporation’s registered agent:
- Obtain written consent from the new registered agent. The new agent must sign the acceptance of appointment directly on the change-of-agent form.
- Complete the appropriate form — BUS-09 for domestic entities or BUS-10 for foreign entities. Enter the corporation’s exact legal name as it appears on the Secretary of the State’s records, select the new agent type (individual or business), and provide all required Connecticut addresses.
- Submit the form online through the Business.CT.gov portal, by mail to P.O. Box 150470, Hartford, CT 06115-0470, or by delivery to 165 Capitol Avenue, Suite 1000, Hartford, CT 06106.
- Pay the filing fee.
Filing fees for a change of registered agent differ by corporation type:
| Corporation Type | Change of Agent Fee |
| Domestic stock corporation | $50 |
| Domestic nonstock (nonprofit) corporation | $20 |
| Domestic professional corporation (PC) | $50 |
| Foreign stock corporation | $50 |
| Foreign nonstock corporation | $20 |
The change becomes effective upon filing with the Secretary of the State. A corporation may also update its registered-agent information when it files its annual report.
If a registered agent’s address changes but the agent remains the same person or entity, the corporation files a Change of Agent’s Address form rather than a full change of agent. The fee is the same: $50 for stock corporations and $20 for nonstock corporations.
| Filing Method | Availability | Processing |
| Online (Business.CT.gov) | Available for all change-of-agent filings | Fastest processing; expedited service available |
| Available for all filings | Routine processing only; no expedited service | |
| In-person delivery | 165 Capitol Avenue, Suite 1000, Hartford | Routine processing unless filed online |
Connecticut Corporation Registered Agent Frequently Asked Questions
Can a Connecticut corporation serve as its own registered agent?
No. Connecticut law prohibits a corporation from appointing itself as its own registered agent. The instructions for the Certificate of Incorporation state that “the corporation may not appoint itself as its registered agent.” This rule appears consistently across every formation form and change-of-agent form published by the Secretary of the State’s Business Services Division. The registered agent must be either a Connecticut-resident individual or a qualifying business entity other than the corporation being represented.
Can a sole incorporator of a corporation serve as its registered agent?
Yes. A sole incorporator who is a natural person and a resident of Connecticut may serve as the corporation’s registered agent, provided the incorporator maintains a physical Connecticut address for the registered office. The incorporator designates and accepts the appointment by signing Article 6 of the Certificate of Incorporation (Stock Corporation). Because formation documents are public records, the incorporator’s residence address will appear in the corporation’s filing history maintained by the Secretary of the State.
Does a corporation need a registered agent separate from its officers and directors?
No. Any individual officer, director, or employee who is a Connecticut resident and who maintains a physical Connecticut address may serve as the corporation’s registered agent under § 33-660. There is no statutory requirement that the registered agent be a separate, unaffiliated person. The only prohibition is that the corporation itself cannot be its own agent. If an officer or director serves as an agent, that person must be available at the registered office to accept service of process during normal business hours.
Must a registered agent be designated before filing formation documents?
Yes. The registered agent and registered office are required fields on the Certificate of Incorporation for both stock and nonstock corporations. The designated agent must have already consented to serve — evidenced by the agent’s signature on the formation form — before the document is signed by the incorporators and submitted to the Secretary of the State. A formation filing submitted without a registered agent designation or without the agent’s acceptance signature will be rejected.
Is the corporation’s registered agent required to be listed in the corporate bylaws?
No. Under § 33-640, corporate bylaws may contain any provision consistent with law and the certificate of incorporation, but the statute does not mandate that they include registered-agent information. The official designation of the registered agent is made on the certificate of incorporation and updated through change-of-agent filings with the Secretary of the State. Bylaws are internal governance documents that are not filed with the state.
Can I change my corporation’s registered agent online?
Yes. The Secretary of the State accepts change-of-agent filings through the Business.CT.gov online portal. The filing fee is $50 for stock and professional corporations and $20 for nonstock (nonprofit) corporations. Online filings receive faster processing and offer access to optional expedited service. The corporation may also update its registered-agent information when filing its annual report online.
Do Professional Corporations (PCs) have different registered agent requirements?
No. A professional corporation organized under Chapter 594a is subject to the same registered-agent requirements that apply to a standard for-profit stock corporation. Section 33-182i provides that Chapter 601 applies to professional corporations except where Chapter 594a expressly conflicts. Because Chapter 594a contains no alternative registered-agent provision, the eligibility rules, consent requirement, and filing procedures of § 33-660 apply identically. The distinctions between PCs and standard corporations relate to shareholder licensing requirements, corporate name rules, and the scope of permitted business activities.
Can the same individual or service act as registered agent for multiple Connecticut corporations?
Yes. Connecticut imposes no limit on the number of corporations for which a single individual or entity may serve as registered agent. This practice is standard among professional registered-agent service companies that represent hundreds or thousands of entities at a single Connecticut office address. If an agent who represents multiple corporations changes address, the agent may file a Change of Agent’s Address form for each corporation, or the corporations may update their agent information through their respective annual reports.
What happens if my corporation’s registered agent moves out of Connecticut?
An individual registered agent who moves out of Connecticut no longer meets the residency requirement of § 33-660(a). The corporation must promptly appoint a new, eligible registered agent by filing Form BUS-09 (Change of Agent) for domestic corporations or Form BUS-10 for foreign corporations. If the corporation fails to maintain a qualified agent for sixty days or more, a foreign corporation risks revocation of its certificate of authority under § 33-935, and a domestic corporation risks administrative dissolution if the lapse coincides with a failure to file annual reports.
Is there a different registered agent fee for nonprofit corporations changing their agent?
Yes. Connecticut charges a reduced fee for nonstock (nonprofit) corporations. The change-of-agent filing fee is $20 for a nonstock corporation, compared to $50 for a stock corporation, a professional corporation, or a foreign stock corporation. These rates apply equally whether the change is filed online or by paper. The same differential applies to the Change of Agent’s Address filing. Current fee amounts for all corporation types are listed on the Secretary of the State’s Forms and Fees page.