How to Register a Foreign LLC in Connecticut (2026)

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

To register a foreign LLC in Connecticut, you must file an Application for Registration of Foreign Limited Liability Company (Form LLC-1) with the Connecticut Secretary of the State and pay the $120 filing fee. This application must be accompanied by a Certificate of Existence (or similar document) from your LLC's home state, dated within 90 days of filing. You must also appoint a registered agent located in Connecticut.

What is a Foreign LLC in Connecticut?

A foreign LLC in Connecticut is a limited liability company that was originally formed in another state or jurisdiction (its "home state") but intends to conduct business activities within Connecticut. Before such an LLC can legally operate in Connecticut, it must "register" or "qualify" with the Connecticut Secretary of the State. This process grants the foreign LLC the authority to transact business in Connecticut, subjecting it to certain state laws and regulations, while its internal governance remains primarily dictated by the laws of its home state.

The requirement to register as a foreign LLC is triggered when an out-of-state LLC begins "transacting business" in Connecticut. While Connecticut statutes do not provide an exhaustive definition of "transacting business," they do list activities that do not constitute transacting business. These typically include maintaining or defending a lawsuit, holding meetings, maintaining bank accounts, selling through independent contractors, or conducting isolated transactions not in the course of repeated transactions of a like nature. If your LLC's activities go beyond these exceptions, registration is generally required. For a general overview of this topic, see foreign LLC registration.

How to Register a Foreign LLC in Connecticut, Step by Step

Registering a foreign LLC in Connecticut involves several key steps to ensure compliance with state regulations. The primary document for this process is Form LLC-1, the Application for Registration of Foreign Limited Liability Company.

1. Determine if registration is required. Assess your LLC's activities in Connecticut. If your LLC is regularly engaging in commercial transactions, maintaining an office, or employing staff within Connecticut, it likely needs to register. Consult the Connecticut General Statutes, specifically Chapter 613, Section 34-275, for guidance on what constitutes "transacting business."
2. Obtain a Certificate of Existence from your home state. Before filing in Connecticut, you must obtain an official document from the Secretary of State or equivalent office in your LLC's state of formation. This document, often called a Certificate of Existence, Certificate of Good Standing, or Certificate of Status, verifies that your LLC is legally formed and in good standing in its home jurisdiction. Connecticut requires this certificate to be dated within 90 days of the date you submit your Application for Registration.
3. Appoint a Connecticut registered agent. Every foreign LLC authorized to transact business in Connecticut must continuously maintain a registered agent and a registered office in the state. The registered agent can be an individual resident of Connecticut, a domestic corporation, a domestic LLC, or a foreign corporation or foreign LLC authorized to transact business in Connecticut. The registered office must be a physical street address in Connecticut (not a P.O. Box). The agent's name and address will be listed on Form LLC-1. The registered agent must consent to the appointment.
4. File Form LLC-1, Application for Registration of Foreign Limited Liability Company. Complete Form LLC-1, which requires information such as your LLC's name, its home state, the date of its formation, the name and address of its registered agent in Connecticut, and the address of its principal office. Attach the Certificate of Existence obtained in Step 2. The filing fee is $120. You can file online through the Connecticut Secretary of the State's CONCORD system or by mail. Online filing generally offers faster processing.
5. Obtain an EIN and register for Connecticut taxes. If your LLC does not already have a federal Employer Identification Number (EIN), you will need to obtain one from the IRS. This is free and can be done online. Additionally, register your foreign LLC with the Connecticut Department of Revenue Services (DRS) for any applicable state taxes, such as sales and use tax, withholding tax for employees, or corporation business tax. You can register for most business taxes through the DRS online Taxpayer Service Center.

Connecticut Foreign LLC Filing Fees (2026)

The primary cost for registering a foreign LLC in Connecticut is the filing fee for the Application for Registration. Other fees may apply for ongoing compliance or specific circumstances. All fees are set by the state and are current for 2026.

Expedited processing for filings with the Secretary of the State may be available for an additional fee. Always verify the most current fees on the Connecticut Secretary of the State's website before filing, as they are subject to change.

Connecticut Registered Agent Requirements

Connecticut General Statutes Chapter 613, Section 34-243l, mandates that every foreign limited liability company authorized to transact business in Connecticut must continuously maintain a registered agent and a registered office within the state. This requirement ensures that the LLC can always be officially contacted for legal and governmental purposes.

The registered agent must be one of the following:

• An individual resident of Connecticut.
• A domestic corporation, domestic limited liability company, or other domestic entity.
• A foreign corporation, foreign limited liability company, or other foreign entity authorized to transact business in Connecticut.

The registered office must be a physical street address in Connecticut where the registered agent can receive mail and service of process. A post office box alone is not sufficient. The registered agent must provide a written consent to serve in that capacity, though this consent is typically retained by the LLC and not submitted with the registration application. If the registered agent or office changes, the foreign LLC must file a Statement of Change of Registered Agent and/or Registered Office (Form REG-1) with the Secretary of the State, along with a $50 fee. Failure to maintain a registered agent can lead to administrative dissolution or revocation of the LLC's authority to transact business in Connecticut. For more details, see Connecticut registered agent requirements.

Annual Report Requirements

Foreign LLCs registered in Connecticut are required to file an annual report with the Connecticut Secretary of the State. This report ensures that the state has up-to-date information about the entity. The annual report is due by the last day of the calendar month that is the anniversary of the foreign LLC's registration in Connecticut. For example, if your LLC registered on March 15th, its annual report would be due by March 31st of the following year and each year thereafter.

The annual report can be filed online through the Secretary of the State's CONCORD system. The filing fee for the annual report is $80. The report typically requires verification of the LLC's name, principal office address, registered agent information, and the names and addresses of its managers or members. Failure to file the annual report can result in the administrative revocation of the foreign LLC's authority to transact business in Connecticut, as per Connecticut General Statutes Section 34-275a.

Connecticut Tax Obligations

Once registered, a foreign LLC transacting business in Connecticut becomes subject to applicable state and local taxes. The Connecticut Department of Revenue Services (DRS) is the primary agency responsible for state tax administration. Key taxes that may apply include:

• Sales and Use Tax: If your LLC sells taxable goods or services in Connecticut, it must register for and collect sales tax.
• Withholding Tax: If your LLC has employees in Connecticut, it must register for and withhold Connecticut income tax from their wages.
• Corporation Business Tax: While LLCs are generally pass-through entities for federal income tax purposes, Connecticut imposes a Corporation Business Tax on certain entities, including LLCs that elect to be taxed as corporations. Even pass-through LLCs may have filing requirements.
• Business Entity Tax (BET): Connecticut previously imposed a Business Entity Tax on certain entities, including LLCs. However, this tax was repealed for tax years commencing on or after January 1, 2020.

It is crucial to register with the DRS for all applicable taxes. This can typically be done online through the DRS Taxpayer Service Center. Additionally, foreign LLCs should be aware of any local taxes or fees imposed by the city or town where they operate. For federal tax purposes, the IRS treats LLCs as either disregarded entities, partnerships, or corporations, depending on the number of members and elections made. Most foreign LLCs will need an EIN from the IRS.

Withdrawing a Foreign LLC from Connecticut

If your foreign LLC ceases to transact business in Connecticut, it is important to formally withdraw its registration to avoid ongoing filing requirements and potential penalties. To withdraw, you must file a Certificate of Withdrawal of Foreign Limited Liability Company (Form LLC-4) with the Connecticut Secretary of the State. This form requires information such as the LLC's name, its home state, and a statement that it is no longer transacting business in Connecticut.

Before filing the Certificate of Withdrawal, ensure all outstanding tax obligations with the Connecticut Department of Revenue Services are satisfied. The filing fee for Form LLC-4 is $120. Filing for withdrawal officially terminates the LLC's authority to transact business in Connecticut and relieves it of future annual report obligations. Failure to formally withdraw can lead to administrative revocation and continued liability for annual report fees and other state requirements.

Frequently Asked Questions

What is a foreign LLC in Connecticut?

A foreign LLC in Connecticut is a limited liability company that was formed in another state or jurisdiction but wishes to conduct business activities within Connecticut. It must register with the Connecticut Secretary of the State to legally operate.

How much does it cost to register a foreign LLC in Connecticut?

The filing fee for the Application for Registration of Foreign Limited Liability Company (Form LLC-1) is $120, payable to the Connecticut Secretary of the State. There is also an annual report fee of $80.

What form do I file to register a foreign LLC in Connecticut?

You file Form LLC-1, Application for Registration of Foreign Limited Liability Company, with the Connecticut Secretary of the State. This form can be filed online through the CONCORD system or by mail.

Does a foreign LLC need a registered agent in Connecticut?

Yes. Every foreign LLC registering to transact business in Connecticut must continuously maintain a registered agent and a registered office within the state. The agent must be an individual resident of Connecticut or a domestic or foreign entity authorized to transact business in Connecticut.

What is a Certificate of Existence and why do I need it?

A Certificate of Existence (also called a Certificate of Good Standing or Certificate of Status) is a document from your LLC's home state proving it is legally formed and in good standing. Connecticut requires this certificate, dated within 90 days of your registration application, to be submitted with Form LLC-1.

What are the ongoing requirements for a foreign LLC in Connecticut?

Foreign LLCs must file an annual report with the Connecticut Secretary of the State, due by the last day of the anniversary month of registration, with an $80 fee. They must also maintain a registered agent and comply with all applicable Connecticut tax laws.

Related

• How to form an LLC (cluster hub)
• Foreign LLC registration (general guide)
• Connecticut registered agent requirements
• How to get an EIN
• Certificate of Good Standing
• How to form an LLC in Connecticut (sibling)

Sources

1. Connecticut Secretary of the State - Limited Liability Companies (overview of LLC services).
2. Connecticut Secretary of the State - Form LLC-1, Application for Registration of Foreign Limited Liability Company (PDF).
3. Connecticut Secretary of the State - Business Registration Fees ($120 registration fee, $80 annual report fee, $50 change of agent fee).
4. Connecticut General Statutes - Chapter 613, Connecticut Uniform Limited Liability Company Act (governs LLCs).
5. Connecticut General Statutes - Section 34-275, Activities not constituting transacting business.
6. Connecticut General Statutes - Section 34-243l, Registered agent and registered office.
7. Connecticut Secretary of the State - Registered Agent Information.
8. Connecticut Secretary of the State - Annual Reports (due date, fee, online filing).
9. Connecticut General Statutes - Section 34-275a, Revocation of certificate of authority (failure to file annual report).
10. Connecticut Secretary of the State - Withdrawal of Foreign LLC (Form LLC-4).
11. Connecticut Department of Revenue Services (DRS) - Business Taxes (overview of state taxes).
12. Connecticut Department of Revenue Services (DRS) - Business Registration and Filings (online registration for taxes).
13. IRS - Limited Liability Company (LLC) (federal tax classification).
14. IRS - Get an Employer Identification Number (EIN) (free application).

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws, fees, and thresholds change; verify current requirements with the Connecticut Secretary of the State and Connecticut Department of Revenue Services before acting.