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Foreign Registered Agent in Connecticut

What Is a Foreign Filing Entity in Connecticut?

A foreign entity under Connecticut law is any business organization formed under the laws of a jurisdiction other than Connecticut whose internal affairs are governed by that other jurisdiction’s laws. The Connecticut Business Corporation Act defines a foreign corporation as “a corporation incorporated under a law other than the law of this state” under Conn. Gen. Stat. § 33-602(18), while the Connecticut Uniform Limited Liability Company Act similarly defines a foreign limited liability company as “an unincorporated entity formed under the law of a jurisdiction other than this state which would be a limited liability company if formed under the law of this state” under Conn. Gen. Stat. § 34-243a(9). Parallel definitions exist in Title 34 for foreign limited partnerships, foreign limited liability partnerships, and foreign statutory trusts.

Connecticut requires every foreign entity that intends to transact business within the state to register with the Office of the Secretary of the State before commencing that activity. Once registered, the entity must continuously maintain a registered agent and a registered office in Connecticut throughout the duration of its registration. These requirements ensure the entity remains reachable for service of legal process and official correspondence. Failing to satisfy either obligation can lead to revocation of the entity’s authority to transact business in the state.

Which Out-of-State Entities Are Required to Register in Connecticut?

Every foreign entity that transacts business in Connecticut must first obtain authorization from the Connecticut Secretary of the State. The specific filing varies by entity type — foreign corporations apply for a Certificate of Authority, while foreign LLCs file a Foreign Registration Statement, and other entity types file the registration document prescribed by their governing chapter of the Connecticut General Statutes. Regardless of the filing title, the underlying obligation is the same: no foreign entity may lawfully conduct business in Connecticut without registering.

The following foreign entity types must register before transacting business in Connecticut:

Connecticut’s Foreign Investigations Unit monitors for unauthorized foreign entities. An entity that has been transacting business in the state without authorization for more than 90 days may be contacted by the Foreign Investigations Unit and assessed penalties.

What constitutes “transacting business” in Connecticut?

Connecticut does not provide a single definition of “transacting business.” Instead, the applicable statutes enumerate activities that do not constitute transacting business. For foreign corporations, Conn. Gen. Stat. § 33-920(b) lists excluded activities, while Conn. Gen. Stat. § 34-275d provides the corresponding list for foreign LLCs. The lists are broadly similar and include:

  • Maintaining, defending, or settling a legal proceeding or dispute
  • Holding meetings of internal governance bodies or carrying on activities concerning internal affairs
  • Maintaining bank accounts or borrowing money
  • Selling through independent contractors
  • Owning real or personal property without more
  • Conducting an isolated transaction that is not one in the course of repeated similar transactions

Because the Secretary of the State cannot determine whether a specific entity’s activities rise to the level of “transacting business,” each entity must make its own assessment. Consulting legal counsel before beginning operations in Connecticut is prudent, as the consequences of transacting business without authority include penalties and the inability to maintain lawsuits in Connecticut courts.

Registered Agent Requirements for Foreign Entities Under Connecticut Law

Every registered foreign entity in Connecticut must designate and continuously maintain a registered agent and registered office in the state. The agent eligibility rules apply uniformly to all foreign entity types — corporations, LLCs, limited partnerships, LLPs, and statutory trusts alike.

Connecticut offers three categories of eligible registered agents. The Application for Certificate of Authority form instructions and the Change of Agent form (BUS-010) outline these options, which also correspond to Conn. Gen. Stat. § 3-99g:

Option A — The Secretary of the State: A foreign entity may appoint the Secretary of the State and successors in office to serve as its registered agent for service of process. This is a statutory option expressly available to foreign entities.

Option B — An Individual: Any individual who is at least 18 years old and a Connecticut resident may serve. The individual must provide both a Connecticut residence address and a business address (a P.O. Box is not acceptable). A principal of the entity — such as an officer, director, manager, or member — who resides in Connecticut may serve. The individual must sign the filing accepting the appointment.

Option C — An Organization: A Connecticut corporation, limited liability company, limited liability partnership, or statutory trust, or a foreign corporation, LLC, LLP, or statutory trust that has obtained a certificate of authority to transact business in Connecticut, may serve. The organization must provide a Connecticut business street address, and an authorized representative must sign accepting the appointment.

The foreign entity itself may not serve as its own registered agent. A principal of the entity who resides in Connecticut, however, may serve in an individual capacity.

Note: On the Change of Agent form (BUS-010) for foreign entities, foreign LLCs must additionally provide the agent’s Connecticut mailing address (a P.O. Box is acceptable for this field) if the Secretary of the State is not appointed as agent.

Registered Office Requirement Rule
Address type Physical street address in Connecticut
P.O. Box Not permitted as the registered office address
Mailbox or telephone answering service Does not satisfy the requirement
Availability Agent must be reachable at the address during normal business hours
State location Must be located in Connecticut

How to Designate a Registered Agent When Registering a Foreign Entity in Connecticut

A registered agent is designated as part of the registration application filed with the Connecticut Secretary of the State. Whether the foreign entity files an Application for Certificate of Authority (corporations), a Foreign Registration Statement (LLCs and LLPs), a Certificate of Registration (limited partnerships), or an Application for Registration (statutory trusts), every form includes a required section for appointing a registered agent.

  1. Select an eligible registered agent — choose an individual Connecticut resident, an authorized organization with a Connecticut business address, or the Secretary of the State.
  2. Obtain the agent’s acceptance — the designated agent must sign the registration form (or the applicable agent appointment section) accepting the appointment. If the Secretary of the State is appointed, no signature from the Secretary’s office is required; a checkmark on the form suffices.
  3. Complete the registered agent section of the registration form — enter the agent’s full legal name and Connecticut street address. If the agent is an individual, provide both the business address and the Connecticut residence address. If the agent is an organization, provide the Connecticut business address and identify the person signing on behalf of the agent.
  4. Attach the certificate of legal existence — the Application for Certificate of Authority requires a certificate of legal existence (referred to as a certificate of good standing in some jurisdictions) from the entity’s home state, authenticated by a proper officer, received within 90 days from the date of issuance. The same or a similar requirement applies to other entity types.
  5. File the application with the Secretary of the State — filings can be submitted online through Business.CT.gov, by uploading a paper form through the digital mail feature, or by mailing to Business Services Division, Connecticut Secretary of the State, P.O. Box 150470, Hartford, CT 06115-0470. Paper forms may also be hand-delivered to 165 Capitol Avenue, Suite 1000, Hartford, CT 06106.
  6. Pay the applicable filing fee — reference the registration forms table below for the fee by entity type.

Note: A foreign entity that has been transacting business in Connecticut for more than 90 days before filing may be contacted by the Secretary of the State’s Foreign Investigations Unit and assessed penalty fees. The unit enforces compliance for foreign LLCs, foreign corporations, foreign LLPs, foreign limited partnerships, and foreign statutory trusts.

Registration Forms by Entity Type for Foreign Entities

Each type of foreign entity uses a specific registration form and pays a specific filing fee with the Connecticut Secretary of the State. Forms are available for online filing through the Business.CT.gov portal or as downloadable PDFs from the Forms and Fees page. The table below lists the primary registration form and fee for each foreign entity type.

Entity Type Registration Form Filing Fee
Foreign Stock (For-Profit) Corporation Application for Certificate of Authority $385 (includes $285 license fee)
Foreign Nonstock (Nonprofit) Corporation Application for Certificate of Authority $40
Foreign Limited Liability Company Foreign Registration Statement $120
Foreign Limited Partnership Certificate of Registration (no standard form; filed per Conn. Gen. Stat. § 34-38g) $120
Foreign Limited Liability Partnership Certificate of Authority $120
Foreign Statutory Trust Application for Registration $120

The foreign stock corporation filing fee of $385 is significantly higher than other entity types because it includes a $285 license fee required by Conn. Gen. Stat. § 33-617. All other foreign entity types pay $120 for initial registration, except the foreign nonstock corporation, which pays $40. Current fees are listed in the official Connecticut Fee Schedule.

What Happens If a Foreign Entity Fails to Maintain a Registered Agent in Connecticut?

The Secretary of the State is authorized to revoke a foreign entity’s registration when the entity fails to maintain a registered agent or registered office in Connecticut. For foreign corporations, the grounds and procedures are set out in Conn. Gen. Stat. §§ 33-935 and 33-936. For foreign LLCs, the corresponding provisions appear in Conn. Gen. Stat. § 34-275g. Parallel revocation statutes apply to foreign limited partnerships, foreign LLPs, and foreign statutory trusts. The process and consequences are materially the same across entity types.

The revocation process for a foreign corporation proceeds as follows:

  1. The Secretary of the State determines that grounds for revocation exist — such as failure to appoint or maintain a registered agent, failure to file an annual report, or failure to pay required fees.
  2. The Secretary mails a written notice to the foreign entity at its registered office or its principal office address, specifying the grounds and stating that the certificate of authority will be revoked unless the deficiency is cured within 60 days after the notice is mailed.
  3. If the entity does not cure the deficiency within the 60-day period, the Secretary revokes the certificate of authority and issues a certificate of revocation.
Consequence Description
Loss of authority The foreign entity loses legal authority to transact business in Connecticut as of the date shown on the certificate of revocation.
Inability to sue The entity may not maintain a proceeding in any Connecticut court until it reregisters or is reinstated.
Continued liability Revocation does not terminate the authority of the registered agent or excuse the entity from liabilities incurred during the period of registration.
Substitute service of process Upon revocation, the Secretary of the State becomes the entity’s agent for service of process. Service on the Secretary in this capacity is valid service on the foreign entity.
Penalties for unauthorized activity If the entity continues to transact business after revocation, it may face the same consequences as a foreign entity that never registered, including penalties assessed by the Foreign Investigations Unit.

For foreign corporations that have had their certificate of authority revoked through administrative dissolution, reinstatement may be available. A foreign stock corporation files a reinstatement form and pays a fee, while a foreign nonstock corporation pays a $160 reinstatement fee (which includes the required annual report). For foreign LLCs, reinstatement after revocation follows the procedures under Conn. Gen. Stat. § 34-275g.

How to Change a Registered Agent for a Foreign Entity Registered in Connecticut

A registered foreign entity may change its registered agent at any time by filing the appropriate change-of-agent form with the Secretary of the State. For all foreign entity types except limited partnerships, the form used is the BUS-010 Change of Agent form. The filing fee is $50 for most foreign entity types, with an exception of $20 for foreign nonstock (nonprofit) corporations.

  1. Obtain the new agent’s acceptance — the new registered agent must sign the form accepting the appointment. If the new agent is the Secretary of the State, check the appropriate box; no acceptance signature is needed.
  2. Complete the BUS-010 form — enter the entity’s legal name as it appears on the Secretary of the State’s records, the state or country of formation, and the new agent’s name, Connecticut street address, and (for individuals) Connecticut residence address.
  3. File the form — submit the filing online through the Change of Agent portal on Business.CT.gov, upload a paper form through the digital mail feature, or mail it to the Business Services Division, P.O. Box 150470, Hartford, CT 06115-0470.
  4. Pay the filing fee — $50 for foreign stock corporations, foreign LLCs, foreign LLPs, and foreign statutory trusts; $20 for foreign nonstock corporations.

The change becomes effective upon filing. If the entity also needs to change the registered agent’s address without changing the agent, a separate Change of Agent’s Address filing is available for the same fee.

Connecticut also permits an agent to resign. No standard resignation form is available from the Secretary of the State; the agent files a written resignation in duplicate. The filing fee for resignation is $50 for most entity types and $20 for nonstock corporations. After the resignation becomes effective, the entity must promptly appoint a new registered agent to avoid having a gap that could trigger the revocation process.

Withdrawal and Termination of Foreign Entity Registration in Connecticut

A foreign entity that ceases transacting business in Connecticut or that has dissolved, merged, or otherwise terminated its existence in its home jurisdiction must file the appropriate document with the Secretary of the State to conclude its Connecticut registration. The Business Dissolution vs. Withdrawal page on Business.CT.gov clarifies that foreign entities withdraw their registration rather than dissolving — dissolution is a process reserved for domestic entities.

Voluntary Withdrawal (entity still exists in its home jurisdiction): A foreign entity that has ceased doing business in Connecticut and wishes to end its registration files an Application for Certificate of Withdrawal (corporations) or a Statement of Withdrawal of Registration (LLCs). The withdrawal filing confirms that the entity has revoked the authority of its registered agent, consents to service of process on the Secretary of the State for any action based on a cause of action arising during the period of registration, and satisfies any outstanding tax obligations. Foreign entities should consult the Connecticut Department of Revenue Services regarding tax clearance before filing.

Termination by Cancellation (entity no longer exists in its home jurisdiction): If a foreign entity has been dissolved, merged, or otherwise terminated in its home jurisdiction, it files a cancellation of registration. For example, a foreign statutory trust files a Cancellation of Registration form, while a foreign LLP files a Withdrawal of Certificate of Authority.

The following table summarizes the withdrawal and termination forms and fees for each entity type:

Entity Type Withdrawal/Termination Form Filing Fee
Foreign Stock Corporation Application for Certificate of Withdrawal $0
Foreign Nonstock Corporation Application for Certificate of Withdrawal $0
Foreign LLC Statement of Withdrawal of Registration $120
Foreign Limited Partnership Certificate of Cancellation (no standard form; filed per Chapter 610) $0
Foreign LLP Withdrawal of Certificate of Authority $0
Foreign Statutory Trust Cancellation of Registration $0

Note: The foreign LLC withdrawal fee of $120 is notably higher than the $0 withdrawal fee for most other entity types. All other foreign entity types listed above can withdraw at no charge.

Frequently Asked Questions: Foreign Entities and Registered Agents in Connecticut

Does a foreign entity need a separate registered agent for Connecticut, even if it already has one in its home state?

Yes. Connecticut requires every registered foreign entity to designate a registered agent who independently satisfies Connecticut’s eligibility requirements. An agent serving in the entity’s home state does not automatically satisfy the Connecticut obligation. The Connecticut agent must be either an individual who is a Connecticut resident, a business entity registered or authorized to do business in Connecticut with a physical Connecticut address, or the Secretary of the State. This requirement applies equally to foreign corporations, foreign LLCs, foreign limited partnerships, foreign LLPs, and foreign statutory trusts, as described on the Who Can Be an Agent page.

What is the difference between a Certificate of Authority and a Certificate of Registration?

Connecticut uses different terminology depending on the entity type. Foreign stock and nonstock corporations apply for a Certificate of Authority under the Connecticut Business Corporation Act, while foreign LLCs file a Foreign Registration Statement under the Connecticut Uniform Limited Liability Company Act. Foreign limited partnerships file a Certificate of Registration under Chapter 610, and foreign LLPs file a Certificate of Authority under Chapter 614. Foreign statutory trusts file an Application for Registration under Chapter 615. Regardless of the title, each document serves the same purpose: it grants the foreign entity legal authority to transact business in Connecticut. The Forms and Fees page lists each entity type’s specific registration form.

Can a foreign entity use a P.O. Box as its Connecticut registered office address?

No. The registered office address provided on any Connecticut registration or change-of-agent filing must be a physical street address where service of process can be personally delivered during normal business hours. A P.O. Box, a mailbox-only service, and a telephone answering service do not satisfy this requirement. This rule applies uniformly to all foreign entity types. The BUS-010 Change of Agent form explicitly states “No P.O. Box” next to each address field for the registered agent’s business and residence address.

What happens if we close our Connecticut office but our registered entity is still active?

Closing a physical office in Connecticut does not automatically withdraw or terminate the entity’s registration. As long as the entity remains registered with the Secretary of the State, it must continue to maintain a registered agent and registered office in Connecticut. If the entity has genuinely ceased all business activity in the state, it should file the appropriate withdrawal form — such as the Application for Certificate of Withdrawal for corporations or the Statement of Withdrawal of Registration for LLCs. Failure to maintain an agent while remaining registered may lead to revocation proceedings.

Does registering a foreign entity in Connecticut create a new legal entity?

No. Registration with the Connecticut Secretary of the State grants an existing foreign entity legal authority to transact business in the state but does not create a new entity. The foreign entity continues to be governed by the laws of its home jurisdiction for purposes of internal affairs. Registration affects only the entity’s authority and compliance obligations within Connecticut — including the requirement to maintain a registered agent, file annual reports, and pay applicable fees. This principle holds equally whether the entity is a corporation, LLC, limited partnership, or any other recognized type.

Is a foreign entity required to file annual reports with the Connecticut Secretary of State?

Yes. Connecticut requires foreign entities to file annual reports. Foreign stock corporations file an annual report with a fee of $435, foreign nonstock corporations pay $50, foreign LLCs pay $80, foreign LLPs pay $80, and foreign limited partnerships pay $80. Annual reports are filed between January 1 and March 31 of each year. All annual reports must be filed online through the Business.CT.gov portal. The annual report includes an opportunity to confirm or update registered agent information. Failure to file the annual report is one of the grounds on which the Secretary of the State may initiate revocation proceedings.

If my foreign entity’s registered agent in Connecticut resigns, how long do I have to appoint a new one?

For foreign corporations, the revocation process under Conn. Gen. Stat. § 33-936 provides a 60-day cure period after the Secretary of the State mails notice of the deficiency. If the entity does not appoint a new agent and file the required change-of-agent form within that 60-day period, the Secretary may revoke the certificate of authority. Comparable cure periods apply to foreign LLCs and other entity types under their respective statutes. Because no standard resignation form exists, the resigning agent files a written resignation in duplicate, and the entity should act promptly once it becomes aware of the resignation.

Do I need a certificate of good standing from my home state to register in Connecticut?

Yes. The instructions accompanying the Application for Certificate of Authority for foreign corporations state that “a certificate of the corporation’s legal existence (some states refer to this as a certificate of good standing) from the state of incorporation, authenticated by a proper officer of that state, must accompany the Application.” The certificate must have been issued within 90 days before the filing date. Similar requirements apply to other foreign entity types. The certificate verifies that the entity is validly existing and in good standing in its home jurisdiction.

What is the filing fee to register a foreign LLC in Connecticut?

The filing fee to register a foreign LLC in Connecticut is $120. The entity files a Foreign Registration Statement with the Secretary of the State. Online filing through the Business.CT.gov portal accepts Mastercard, Visa, Discover, and American Express. If filing by mail, checks must be made payable to “Secretary of the State.” A foreign entity that has been transacting business for more than 90 days before filing may face additional penalty fees assessed by the Foreign Investigations Unit. The current Fee Schedule lists fees for all foreign entity types.