Connecticut

A corporation must continuously maintain a registered office and a registered agent at that office; the agent may be a resident natural person, a domestic corporation, an authorized foreign corporation, a domestic or registered foreign LLC, a domestic or authorized foreign registered LLP, or a domestic or registered foreign statutory trust. The LLC act mirrors this list (§ 34-243n(b)) and adds that the agent must have a place of business in the state (§ 34-243n(e)). A foreign corporation or foreign LLC may instead appoint the Secretary of the State as its agent (§ 33-660(b); § 34-243n(c)(1)).

Consent required: yes.

No court order needed: if the entity has no registered agent, or the agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the corporation at its principal office (LLCs: addressed to the company at its principal office, or by similar commercial delivery service). Service is effective at the earliest of receipt, the signed return-receipt date, or five days after deposit in the mail.

• Administrative DissolutionRevocation / administrative dissolutionThe state involuntarily ending an entity's authority to do business - for missed annual reports, a lapsed registered agent, or unpaid fees.Read the full entry →. Corporation: if the Secretary of the State learns a corporation has failed to maintain a registered agent (or the agent cannot with reasonable diligence be found at the address of record), the Secretary notifies the corporation by electronic mail; unless it files an appointment of registered agent within three months, the Secretary files a certificate of administrative dissolution.
• Administrative Dissolution. LLC: parallel 'dissolution by forfeiture' - a delinquent LLC that has failed to maintain a registered agent gets electronic-mail notice; unless it files an appointment of a registered agent within three months, the Secretary files a certificate of dissolution by forfeiture. The dissolved LLC continues only to wind up or apply for reinstatementReinstatementRestoring an entity the state revoked or administratively dissolved for missed filings - typically back-filing reports, paying accrued fees and penalties, and filing an application.Read the full entry →.
• Revocation Foreign. Foreign corporation: being without a registered agent or registered office for 60 days or more (or failing to notify the Secretary of an agent change/resignation within 60 days) is a ground to revoke its certificate of authority to transact business.
• Reinstatement Fee. Reinstatement after administrative dissolution requires payment of all penalties and forfeitures plus a reinstatement fee ($150 corporate application for reinstatement, § 33-617(a)(15); $120 LLC certificate of reinstatement, § 34-243u(a)(11)), a current annual report, tax-clearance statements (corporations), and an appointment of a registered agent.

Filing officeFiling officeThe agency that keeps the business register.Read the full entry →

TOWN Clerk of the town where business is principally transacted (CGS §35-1, ch. 620). Connecticut has no county-level filing - footprint 'counties' normalized to towns: 'East Hartford County' = Town of East Hartford; 'Stamford County' = City of Stamford Town Clerk. No state-level DBA filing (SOTS only publishes forms/guidance).

State fee

n/a at state level; statutory town-clerk fee is $20 for a trade nameDBA / fictitious nameA name a business operates under that is not its legal name - 'doing business as.' Also: assumed name, trade name, fictitious business name.Read the full entry → application, renewal, amendment, cancellation or other trade-name filing (CGS §7-34a(a)(1))

Term

5 years from issuance (law change effective Jan 1, 2025); certificates filed before Jan 1, 2025 expire Dec 31, 2029

Renewal

Renew at the same town clerk no earlier than 6 months before and no later than the expiration date; new 5-year certificate runs from the prior expiration; $20 statutory fee. SOTS notes first renewals won't occur until 2029 and renewal forms aren't yet published.

Publication

Not required. No newspaper publicationPublication requirementA few states require newly formed or registered entities to publish a notice in designated newspapers (New York's LLC publication is the expensive example) - a real cost of formation that fee tables usually omit.Read the full entry → requirement

Online filing

Not available

The regime

Connecticut prohibits transacting business under any assumed or fictitious name unless a trade name certificate has been issued by the town clerk of the town where the business is principally transacted. The chapter was rewritten by P.A. 24-111 effective January 1, 2025: former § 35-1 was repealed and replaced by §§ 35-1a to 35-1e, which add Secretary of the State prescribed forms, a statewide electronic search system, and a five-year certificate term.

Where it is filed

The application is filed, on a form prescribed by the Secretary of the State, with the town clerk of the town where the business is or will be principally transacted (Connecticut has no county-level filing). The Secretary of the State maintains an electronic system for town clerks to process applications, with statewide public searching.

Publication

Chapter 620 contains no newspaper-publication requirement; the process is application, acknowledgment before an authority qualified to administer oaths, and issuance of the certificate by the town clerk.

Term and renewal

A trade name certificate is valid for five years from the date of issuance. Certificates issued before January 1, 2025 expire December 31, 2029 unless renewed.

Name restrictions

Partnerships, common-law trusts, associations, and individuals using a trade name may not use 'bank,' 'banking,' 'banker,' 'bankers,' 'trust' or 'savings' in the name (with narrow exceptions). Separately, § 35-1e restricts using an assumed name containing a Connecticut municipality's name in printed advertising in a way that misleadingly suggests the business is located there.

Assumed names for registered entities

A foreign corporation whose real name is unavailable in Connecticut may obtain a certificate of authority under a fictitious name (containing a corporate indicator) adopted by certified board resolution filed with its application. A foreign LLC with a noncomplying name must adopt an alternate name to register, and after registering may also transact business under a chapter 620 assumed name.

Penalties

Transacting business in violation of §§ 35-1a to 35-1e is punishable by a fine of up to $500, imprisonment up to one year, or both.
Failure to comply is also deemed an unfair or deceptive trade practice under the Connecticut Unfair Trade Practices Act (CUTPA).

Official source

portal.ct.gov/sots/business-services/trade-names---town-clerks↗ (opens the official source)

What it is called

not captured

Administering agency

Connecticut Secretary of the State, Business Services Division (collected with SOS filings, not a Department of Revenue Services tax)

Corporation minimum

not recorded separately

How it is computed

ONE-TIME franchise taxFranchise taxA recurring tax on the privilege of existing as an entity in a state - not a tax on franchising a business.Read the full entry → on authorized shares of STOCK corporations only - NOT an annual/recurring franchise tax. CGS 33-618(b): $0.01/share on the first 10,000 authorized shares; $0.005/share on 10,001-100,000; $0.0025/share on 100,001-1,000,000; $0.002/share above 1,000,000. Minimum $150 at incorporation (CGS 33-618(c)). Payable at incorporation and again on any amendment/merger/correction that INCREASES authorized shares (on the increase only). No cap stated in the corpus. LLCs, nonstock corps, LPs, LLPs pay no franchise tax (33-618 applies only to ch. 601 stock corporations). Connecticut has NO annual franchise tax on any entity typeEntity typesLLC (limited liability company), corporation (for-profit; 'profit corporation' in some states' vocabulary), nonprofit corporation, LP (limited partnership), LLP (limited liability partnership), LLLP (limited liability limited partnership),Read the full entry →; the only recurring analog is the foreign stock corp's $285 annual license fee (CGS 33-617(d), bundled into the $435 foreign corp annual report).