Find out how to qualify your LLC to conduct business in Connecticut.
If you own a company that was founded in a state other than Connecticut, you must qualify or register it in Connecticut in order to conduct business there. The requirements for qualifying your international (non-Connecticut) limited liability corporation (LLC) to conduct business in Connecticut are summarized here.
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What exactly is a Foreign LLC?
If your LLC is founded in a different state, it is referred to as a foreign LLC in Connecticut. In other words, being foreign does not imply being from another nation. Instead, it signifies that your company was formed under the laws of another state. A domestic LLC, on the other hand, is one that is created in the state in which it operates. This is a prevalent phrase in the United States. In Colorado, for example, an LLC founded in Arizona is a foreign LLC.
Doing Business in Connecticut
If you are “transacting business” in Connecticut, you must register your foreign company with the state, according to Connecticut’s LLC Act. What exactly does this mean? Well, Connecticut’s LLC Act, like most others, does not define the word “transacting business” with connection to international registrations.
State regulations determining when foreign enterprises must collect state sales tax in their state, on the other hand, give some advice on the subject. To be obligated to collect state sales tax on sales to citizens of a state, a firm must have a physical presence in, or nexus with, that state. In general, physical presence and nexus are synonymous and refer to:
a storage facility in the state
A shop in the state, an office in the state, or a sales representative in the state are all examples of state-based businesses.
Certain exclusions may apply, and the regulations might become more convoluted in situations such as Internet sales. However, if you have an office, a shop, a warehouse, or workers in another state, you must register your LLC as a foreign corporation in that state.
Some Activities Are Exempt
Connecticut’s LLC Act, like other states’, outlines specific actions that do not constitute doing business in the state. Among the objects mentioned are:
defending or settling a lawsuit dealing with internal LLC affairs such as holding member meetings having a bank account in the state having an office, agency, or persons in the state for handling your company’s own securities selling through independent contractors soliciting or obtaining orders that require acceptance outside the state before they become contracts
Furthermore, the LLC Act states that the latter list is not inclusive; other activities may also be exempt. Furthermore, if your LLC acquires, retains, mortgages, rents, sells, or transfers real or personal property, this is not considered doing business under the LLC Act in certain instances. Furthermore, a foreign LLC having an ownership stake in another firm that transacts business in Connecticut is not regarded to be conducting business in the state under the LLC Act. Check Section 34-235 of the Connecticut General Statutes for a complete legal definition of all of these excluded activities.
If your LLC’s only operation in Connecticut is one or more of these, you should avoid registering with the state.
Registration Application
You must submit an Application for Registration Limited Liability Company—Foreign with the Connecticut Secretary of State to register your company in Connecticut (SOS). The application form may be downloaded on the SOS website.
To complete the application, you must give the same information that you would provide to register an LLC in your home state. More precisely, for a Connecticut registration application, you must provide:
the name under which your LLC will conduct business in Connecticut (you will need a new name for Connecticut if your LLC’s original name is already being used by a Connecticut registered firm or the original name does not comply with Connecticut’s LLC naming laws)
the state in which your LLC was established
the date your LLC was created the date your LLC started or will start doing business in Connecticut
if your LLC is needed to keep an office in its home state, the street location of your LLC’s primary office if no office is required in your LLC’s home state, a description of the business the LLC will conduct in Connecticut
the name and street address of your LLC’s registered agent in Connecticut, including the agent’s signature accepting appointment, or a statement that your LLC appoints the Connecticut Secretary of State as its registered agent in Connecticut, the name and address of one of your LLC’s members or managers, an email address for your LLC, and an authorized signature.
You may submit your application either by mail or in person. The price for filing is $120.
For out-of-state registrations, you may also find the SOS’s online registration checklist useful.
What Happens If You Do Not Sign Up?
If your LLC does business in Connecticut without being registered, it will be unable to file a case in any of the state’s courts. Furthermore, your LLC will be accountable for any fees and taxes that it should have paid if properly registered, as well as any interest or penalties imposed for nonpayment. Furthermore, an LLC is subject to a $300 monthly penalty for each month it should have been registered but was not, and the state may exclude it from doing business in Connecticut until all penalties and fines are paid.
However, not being registered does not render your LLC’s obligations null and void or bar it from defending a lawsuit in Connecticut. Furthermore, a member of the LLC is not accountable for the debts and liabilities of the LLC only because the firm conducted business in Connecticut without a certificate of registration.
Connecticut Foreign Corporation Registration
The regulations and standards for international qualifying in Connecticut are identical whether your company is structured as a corporation rather than an LLC. You must, however, utilize a separate application form (Form CFAS-1-1.0). For paperwork, information, and filing requirements for registering a foreign company in Connecticut, see the Connecticut Secretary of State’s website.