Connecticut Foreign LLC Registration 2026: $120 Foreign Registration Statement

What Is a Foreign LLC?

A "foreign LLC" is any LLC that was legally formed in one state but wants to operate in another state. The term "foreign" simply means "from another state" — it has nothing to do with operating internationally.

For example, if you formed your LLC in Delaware (a common choice for legal and tax reasons) but your actual business operates in Connecticut — with an office, employees, clients, or regular transactions in Connecticut — then your Delaware LLC is a "foreign LLC" that must register with the Connecticut SOTS. For a wider view of Connecticut LLC fees, taxes, and deadlines, see our Connecticut LLC compliance hub.

Registration allows Connecticut to collect applicable taxes, hold your LLC accountable to Connecticut laws, and ensure that Connecticut residents and businesses have legal recourse if your LLC fails to meet its obligations.

When Do You Need to Register a Foreign LLC in Connecticut?

You are generally required to register your foreign LLC in Connecticut if you are "transacting business" in the state. While Connecticut law does not define this term with a bright-line rule, the following activities typically require registration:

• Maintaining a physical office, store, or workspace in Connecticut
• Hiring employees who work in Connecticut
• Owning or leasing real property in Connecticut
• Regularly soliciting and accepting orders for goods or services in Connecticut
• Conducting continuous or repeated business transactions with Connecticut customers

Activities that typically do not require registration include:

• Isolated or one-time transactions in Connecticut
• Holding a meeting of members in Connecticut
• Maintaining a bank account in Connecticut
• Selling through an independent contractor with no Connecticut office

If you are unsure whether your activities require registration, consult a Connecticut business attorney. The cost of legal advice is far less than the penalties for operating unregistered.

Foreign Registration Statement: Step-by-Step Process

1. Obtain a certificate of existence from your home state — This document (also called a certificate of legal existence or certificate of good standing) proves your LLC is validly formed and in good standing where it was created. Connecticut law (CGS 34-275b) requires you to deliver it with your foreign registration, so order a current copy from your home state's Secretary of State.
2. Choose or appoint a Connecticut registered agent — Your registered agent must have a physical street address in Connecticut and be available during normal business hours. Have the agent's name and address ready before filing.
3. File the Foreign Registration Statement — Visit business.ct.gov and complete the Foreign Registration Statement (LLC - Foreign). You will need: your LLC's legal name (and an alternate name if your name is unavailable in Connecticut), state and date of formation, principal office address, NAICS code, registered agent details, and the $120 filing fee payable to the Secretary of the State.
4. Receive confirmation — The SOTS processes the filing and your LLC becomes registered to transact business in Connecticut. Keep the filed Foreign Registration Statement as proof of your authority.
5. Register for Connecticut taxes — After registering your LLC, register with the Connecticut Department of Revenue Services (DRS) for any applicable taxes: income tax withholding (if you have employees), sales tax (if selling taxable goods/services), and any other applicable business taxes.

Required Documents for Connecticut Foreign LLC Registration

• Foreign Registration Statement (LLC - Foreign) — Completed via business.ct.gov
• Certificate of existence (legal existence/good standing) — From your home state, delivered with the registration per CGS 34-275b
• Connecticut registered agent information — Name and physical CT street address
• $120 filing fee — Paid at time of filing, payable to the Secretary of the State

If your LLC's exact name is already taken in Connecticut, the Foreign Registration Statement lets you supply an alternate name to use in the state instead. For more on appointing and maintaining an agent, see our Connecticut registered agent requirements guide.

Ongoing Requirements After Registration

Once registered as a foreign LLC in Connecticut, you must:

• File annual reports — $80/year, due every year between January 1 and March 31. Connecticut uses this fixed calendar window for all LLCs (CGS 34-247k), so foreign and domestic LLCs share the same March 31 deadline regardless of when you registered. See our Connecticut LLC annual report guide for the filing steps.
• Maintain a Connecticut registered agent — Your registered agent must have a valid Connecticut street address at all times. Update the SOTS immediately if your agent changes.
• Pay Connecticut taxes — File Connecticut income tax returns for CT-sourced income. Register for and collect sales tax if applicable.
• Maintain good standing in your home state — Connecticut can revoke your registration if your LLC loses good standing in its home state.
• Notify the SOTS of material changes — Changes to your LLC name, principal office address, or registered agent must be reported to the CT SOTS.

Consequences of Not Registering Your Foreign LLC in Connecticut

Operating a foreign LLC in Connecticut without proper registration exposes you to significant legal and financial risks:

• $300-per-month penalty — Under CGS 34-275a, the SOTS can assess $300 for each month (or part of a month) you transacted business unregistered. Registering within 90 days of starting business avoids this monthly penalty
• Back taxes and fees — You owe all fees and taxes that would have been due had you registered, plus the interest and penalties on them
• Loss of right to sue in CT courts — An unregistered foreign LLC cannot maintain a lawsuit in Connecticut courts to enforce contracts. You can still be sued, but cannot sue until you register
• Attorney General collection — The Connecticut Attorney General can bring an action to recover the amounts owed to the state