Frequently Asked Questions (FAQ)

Business Entities

 

What types of business entities are filed with the Business Services Division? 

 

The following business entities are filed with SOTS:

  • Limited Liability Company (Domestic & Foreign)

  • Corporation Stock (Domestic & Foreign)

  • Benefit Corporation (Domestic Only)

  • Corporation Non Stock (Domestic & Foreign)

  • Limited Liability Partnership (Domestic & Foreign)

  • Limited Partnership (Domestic & Foreign)

  • General Partnership (Domestic & Foreign)

  • Religious Corporation or Society

  • Statutory Trust (Domestic & Foreign)

What is a Domestic Entity?

 

A business entity formed under the laws of Connecticut.

 

What is a Foreign Entity?

 

An entity formed under the laws of another state or foreign country. 

 

Can you help me decide what business entity is right for me?

 

No. An attorney and/or an accountant should be consulted for professional advice when starting a business. The following establishments may offer useful information about developing a business plan:

Please also consult our business startup tool to see the typical steps required to start a business in Connecticut.  

 

When starting my new business, why do I need to file with your office?

 

The act of filing with our office legally forms the business entity. (See C.G.S. § 34-247(d) (“A limited liability company is formed on the date and at the time of its filing by the Secretary of the State…”).

 

What is a Business ID?

 

The ID number issued by the Secretary of the State is called the Business ID.

 

To look up your Business ID:

 

Go to the CONCORD business search and search by the business name.  

 

Where do I request an Employer Identification Number (EIN)?

 

The IRS issues Employer Identification Numbers. Please visit the IRS website at www.irs.govOur office does not collect EIN and cannot search businesses by EIN.  

 

What is an annual report?

 

Annual reports collect vital information about businesses to ensure the information on file is accurate.  Connecticut law requires annual report filings for all corporations, nonstock corporations, limited liability companies, and limited liability partnerships. For more information, go to ct.gov/annualreport.       

How much does an annual report cost?

 

Annual report fees are set by statute and vary depending on the entity type.  

 

 ENTITY TYPE DOMESTIC FOREIGN
CORPORATION $150 $435
NONSTOCK CORPORATION $50 $50
LIMITED LIABILITY COMPANY $20* $20*
LIMITED LIABILITY PARTNERSHIP $20* $20*

 *fee increases to $80 effective July 1, 2020

 

Will I receive a reminder when my annual report is due?

 

Yes. Approximately 1 month prior to your annual report due date, we will send an email to the email address on file with our office. If the entity does not have an email address on file, we will send a postcard to the business address on file with our office.

 

To see if the annual report is due, select “Search for a Business”. Search by the Business Name (be sure to enter the exact spelling of the name) OR enter the Business ID. The “Business Inquiry” screen will appear and show when the last report was filed, and when the next annual report is due.

 

How do I file an annual report? 

 

To file an annual report online, go to ct.gov/annualreport.

 

I’m trying to file my annual report online, but I can’t log in because it says my login name or password does not match.

 

Even if you filed an annual report online in the past, you may not have created a user account.  We recommend that all filers create an account.  To retrieve a forgotten password, go to the CONCORD sign-in page and choose "forgot my password" and a password reset link will be sent to the email address on file.  If you have never created an account, choose "create a user account" and follow the steps to create one.  

 

What if I don’t file my annual report?

 

A business that does not file an annual report may be administratively dissolved as a penalty. (C.G.S. §§ 33-890 & 34-267g). In addition, entities that are not up to date with their annual report filings cannot get a Certificate of Legal Existence, which may impact the entity’s ability to transact business.

 

I received an administrative dissolution or forfeiture letter for my business, what should I do?

 

Once you have received notice that your business entity will be administratively dissolved, you must file all past due annual reports in order to avoid forfeiture.  If your business has received a notice that the business entity has been forfeited/dissolved following the 90-day waiting period, you must call our office to request a reinstatement package at (860) 509-6003.  Once a business has been forfeited/dissolved, the business name becomes available to be used by another business entity.  

 

How do I change the principals of my LLC (member/manager) or corporation (officer/director)?

 

LLC’s and corporations can change (add/delete) principals on their annual report filing. If the business has filed its most current annual report, it would need to file an interim notice to make any changes to the principals. Please select this link to be directed to our forms page.

 

I want to create a trade name (i.e., a d/b/a or sole proprietorship), do I file that with you? 

 

No. State law requires that any person doing business in Connecticut under any name other than their own, must register a trade name in the town where their business is conducted. (C.G.S. § 35-1)

 

I have multiple locations for the same business. Which business address should I record with your office?

 

Under Connecticut law, a business entity can only record one business address and one mailing address.

 

Can I use a P.O. Box for a mailing address?

 

Yes.

 

How can I dissolve my Connecticut business/cancel the registration of my foreign business on the records of the Secretary of the State?

 

The dissolution of a Connecticut (domestic) Corporation/LLC/LLP, OR the cancellation of a foreign Corporation/LLC/LLP registration can all be filed online – all other entities must submit a form. Please see our dissolution page for more information on how to file.

 

I dissolved my business entity in the past, can I reinstate it? 

 

A limited liability company may be reinstated unless dissolved by decree of court (C.G.S. § 34-267b). Corporations can reinstate only if they were administratively dissolved (C.G.S. § 33-892).  If the name of the Limited Liability Company or Corporation to be reinstated is no longer available, it shall, simultaneously with reinstatement, be changed to an available name by amendment of the certificate of organization or incorporator.

 

Why do I need to identify an agent?

 

A registered agent is a responsible third-party who is registered in the same state in which a business entity was established and who is designated to receive service of process notices and correspondence on behalf of the corporation or LLC.  SCORE, a resource partner of the United States Small Business Administration, provides a detailed explanation as to the state requirement for the appointment for an agent for service of process.  

 

Who can I appoint as the agent for my business entity? 

  • You can serve as your own agent if you are a resident of Connecticut

  • Any Connecticut resident age 18 or older

  • Another business entity registered with our office that has a Connecticut address

  • Secretary of the State (Foreign entities only)

Why does my agent need to accept appointment? 

 

In Connecticut, your registered agent is required to sign your formation document and change of agent as proof of consent. If the agent does not sign, your formation document will not be accepted. If an agent is a business, the person signing on behalf of the entity must print their name and title next to their signature. For customers that file their formation documents online, the agent must respond to an email accepting appointment.

 

How do I change my Agent for Service?

 

An agent change can be filed online by completing a Change of Agent form. The online version will require the new agent to accept the appointment (by email) and the filing must be reviewed and accepted before it becomes effective.

 

How do I obtain a copy of my filing?

 

 Please see our page on obtaining Copies of Our Records.  

 

How do I obtain a refund if I was charged twice?

 

Go to the Commonly Used Form’s page and complete the Refund Claim form.

 

Do you collect the Business Entity Tax (BET)?

 

No. Visit the DRS website at www.ct.gov/bet  for additional information on the BET.  Please note that effective January 1, 2020 the business entity tax will no longer be assessed.