Foreign corporations wishing to do business in Connecticut must first file a Certificate of Authority with the Secretary of the State. This webpage will serve as a tutorial for how to successfully accomplish the task of registration and will provide the requisite filing form with which to do it. All information regarding the legal requirements for foreign corporations can be found in Chapter 601, Sec. 33-920 of the General Statues of Connecticut. Both stock (for profit) and non-stock (non-profit) corporations can be filed using the same PDF form(there is no online registration process), however the filing fee will vary greatly. A foreign stock corporation will be expected to pay $385 while non-stock entities will only be required to provide $40.

How to File

Step 1 – Even if your name has been registered in your state or country of origin, it doesn’t necessarily mean it will be usable in Connecticut. In order to keep your corporate name, it must comply with Chapter 601-Sec. 33-925. If you’ve discovered that the name of your corporation is in use under another entity after you’ve performed your Business Inquiry, you may use a fictitious name in it’s stead for the entirety of your term in Connecticut. This would also be an ideal time to make a Name Reservation if you need additional time with which to prepare for registration.

Step 2- Download this PDF of the Certificate of Authority and submit the following information:

Page 1

  • Filing Party- This box should be filled with the information of the party responsible for corporate filings and receiving confirmation of filing from the Secretary of the State
  • 1-Name of corporation in region of original formation
  • 2-Fictitious name (if applicable)
  • 3-Check whether you will be a stock or non-stock entity
  • 4-State or country of incorporation
  • 5-Date of incorporation
  • 6-Duration, choose perpetual or other (specify if this is the case)
  • 7-Date corporation plans to begin business in connecticut
  • 8-Principle address of corporation
  • 9-Mailing address of corporation

Page 2

  • 10-Name, title, residential address, business address of all officers
  • 11-Name, title, residential address, business address of all directors
  • 12A-Appointment of registered agent if to be the Secretary of the State
  • 12B-Appointment of registered agent if to be an individual including name, business address, residential address and signature

Page 3

  • 13-Corporate email address
  • 14- Date of execution as well as printed name, signature and title of signatory

connecticut-certificate-of-authority-corporation

Step 3- Once you’ve completed all three pages of the form, place them in an envelope, along with the check covering the filing fee of $385 (made out the Secretary of the State). Note that all foreign entities must provide a certificate of good standing or similar form authenticated by the proper officer of the state or country of original formation. Send all three items to the below address.

Commercial Recording Division

Connecticut Secretary of State

P.O. Box 150470, Hartford, CT 06115

Alternatively you can deliver it to this address:

Commercial Recording Division

Connecticut Secretary of State

 30 Trinity Street, Hartford, CT 06106

Tips

Renewal– 30 days following the confirmation of formation, businesses in Connecticut must file their first annual report (with exception to religious corporations). These reports, if not filed, will result in the business being in the state of default (not in good standing). The filing fees for annual reports vary depending on the entity type but all annual reports can be filed online using the Secretary of the State Commercial Recording Division filing system. This renewal process is fairly standard as the Secretary of State will demand that businesses update their offices with any structural changes which occur over the course of each calendar year.