Connecticut Certificate of Authority

In this Article:

• How to Get a Certificate of Authority in Connecticut
• When do you Need a Connecticut Certificate of Authority?
• Connecticut Annual Report Requirements

Related: Get a Connecticut Registered Agent

If your company was not incorporated in Connecticut, but you wish to do business there, you need to register as a foreign entity with the state by applying for a Connecticut Certificate of Authority.

Acquiring Foreign Qualification in Connecticut, allows a company formed in Delaware or any other state to legally transact business in Connecticut.

Please note: information on this page is accurate to the best of our knowledge. However, requirements and costs can be changed by states at any time and Harvard Business Services cannot guarantee the accuracy of this information.

How to Get a Connecticut Certificate of Authority:

To obtain Connecticut Foreign Qualification, the Connecticut Secretary of State, Commercial Recording Division requires different forms and fees depending on what type of entity you are operating.

Requirements for LLCs:

• File a Statement of Registration
• Fee: $120

Requirements for Corporations:

• File an Application for a Connecticut Certificate of Authority
• Fee: $385 (Non-stock corporations pay just $40)
• A Certificate of Good Standing dated within 90 days of filing the application. (Connecticut refers to this as a “certificate of the corporation’s legal existence.”)

You must also appoint and list a Connecticut Registered Agent. The Registered Agent must be maintained at all times. We can provide this service at a cost of just $99/year.

Harvard Business Services can assist with your application so you don’t have to deal with the Connecticut Secretary of State directly. We do charge our own fee for this service, in addition to state fees. The exact fee can vary based upon whether your company is already filed and whether you need us to obtain additional documents to meet the state’s requirements. Please contact us for an exact quote.

How Do I Know If I Need a Connecticut Certificate of Authority?

On the Connecticut General Assembly website (https://www.cga.ct.gov/) you can view the state’s business regulations, which state the following do not constitute transacting business within Connecticut:

(1) Maintaining, defending or settling any proceeding;

(2) holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;

(3) maintaining bank accounts;

(4) maintaining offices or agencies for the transfer, exchange and registration of the corporation's own securities or maintaining trustees or depositaries with respect to those securities;

(5) selling through independent contractors;

(6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;

(7) creating or acquiring indebtedness, mortgages and security interests in real or personal property;

(8) securing or collecting debts or enforcing mortgages and security interests in property securing the debts;

(9) owning, without more, real or personal property;

(10) conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature;

(11) transacting business in interstate commerce.

[source: https://www.cga.ct.gov/current/pub/chap_601.htm#sec_33-920]

This is not an exhaustive list and there may be additional activities that do not constitute doing business.

Keep in mind that even if a Connecticut Certificate of Authority is not required for a specific activity, a bank, vendor or another party can still require one in order to establish a relationship.

Connecticut Annual Requirements

Once you've acquired Connecticut Foreign Qualification, state law requires annual report to be filed by all corporations, limited liability companies, and limited partnerships.

The fee for LLCs and LPs is $80 per year (effective July 1, 2020). The fee for corporations is $435, which is high relative to many other states. The report and accompanying fee are due between January 1^st and March 31^st every year, beginning in the calendar year after the company is first registered with the state.

Please note that this annual requirement is independent from requirements you may have in Delaware or other states.