What is a Foreign LLC in Connecticut – Definition and Filing

If you have an LLC in Connecticut and want to expand your business beyond Connecticut, you must form a foreign LLC. Any business, especially a limited liability company, located in other states, starts its operation in Connecticut, must file a foreign LLC in Connecticut. To do so, every LLC needs to file additional filing documents, along with tax and relevant documents with the Connecticut government.

In this article, you’ll be reading about how to start a foreign LLC in Connecticut. Along with that, the page guides you through the steps involved in managing and maintaining a foreign LLC in Connecticut after you form it.

Forming a Foreign LLC in Connecticut

A foreign LLC does not need to be a company from another country but a business formed under the laws of another state. If you register your LLC in one state and operate your business in Connecticut, you probably need to register your LLC as a foreign entity here. Imagine, if your family owns a sushi restaurant in Alabama and you want to expand the chain somewhere in Texas, you must establish your restaurant in Texas as a foreign entity.

Anyone who has an active and in good standing LLC anywhere (except for Connecticut) and wants to expand their operations in Connecticut can file their LLC as a foreign entity. To start a foreign LLC in Connecticut, you need to register it with the Connecticut Secretary of State. Every state has a different rule for establishing a foreign LLC. Here are the steps to follow in Connecticut for registering a foreign LLC.

Note: These are generic steps to file a foreign LLC in Connecticut. Make sure to check with the State Secretary of State, before you start filing your business. – LLCBuddy Team

Step 1: Get the Certificate of Legal Existence From Home State

Before you proceed to register your LLC in Connecticut as a foreign entity, you must get the Certificate of Legal Existence issued from your home state SOS. This is an important document to register an LLC in a foreign state.

If your LLC is originally registered in Connecticut, then you must obtain the Certificate of Legal Existence from Connecticut Secretary of State. If your LLC is in other states, the name of the same document might be different. Every LLC, registered in any state other than Connecticut must get this document to register a foreign LLC in Connecticut.

Filing Certificate of Legal Existence: To obtain the Certificate of Legal Existence (Good Standing), one has to log in to Connecticut Secretary of State. Once you log in, you can go to the “Certificate of Legal Existence” page to obtain the good standing document. You can also verify it by clicking the “Verify” option. In case of any discrepancy, you can submit a Ticket Request to raise a query.

Step 2: Choose Connecticut Foreign LLC Name

Obtain a name reservation certificate and submit it with your foreign qualification requirements to the Connecticut Secretary of State. Your LLC’s legal name outside of Connecticut will be listed on the application, along with the name it will use in Connecticut. Take note of the requirements for naming your LLC.

You can use the same name as your domestic LLC name, however, that name should be available in Connecticut to use. Check name availability at Connecticut’s business entity names and reserve your LLC name. There are a bunch of LLC naming guidelines in Connecticut when it comes to forming a foreign LLC. Check the guidelines before you name your business.

Step 3: Select Connecticut Foreign LLC Registered Agent

A registered agent is a person responsible for receiving all official and legal documents on behalf of your company, whether it is located domestically or in a foreign state. For a foreign LLC in Connecticut, you must have a registered agent from Connecticut only. No matter where your domestic LLC is located, you must hire a registered agent from Connecticut for your foreign LLC.

You’ll need a registered agent to form a foreign LLC in Connecticut and take note that the Connecticut Resident Agent must have a local address. Here are the best LLC services on our list that will provide you with registered agents to ease your worries:

LLC Service	Our Rating & Pricing	Top Features	Learn More
#1 TOP PICK	5/5 $0 + State Fees	Fastest filing: 1-day processing 4.8/5.0 Trustpilot & A+ BBB scores 700k+ new businesses formed	START LLC NOW
	4.5/5 $39 + State Fees	In-house corporate guides Standalone Registered Agent service DIY packages	Learn More

Step 4: File Application for Registration for Connecticut Foreign LLC

The most important step is to send the application for registration with Connecticut SOS. Download the PDF form from the Connecticut Secretary of State website or file it online (whichever method is available). The form must be filled out with the following details:

LLC’s full legal name.
A fictitious name or a DBA (only if your LLC’s legal name is not available); Attach a statement of adoption of the fictitious name signed by all LLC members.
- DBA filing method in Connecticut: one method, by mail
- Online: There is no online filing available
- Offline: For filing by mail, you must download the form, and send it to the Business Service Division, Connecticut Secretary of the State, P.O. Box 150470, Hartford, CT 06115
- DBA filing fee in Connecticut: $10
LLC’s principal office and mailing addresses
LLC formation state and date.
Registered agent’s name and address in Connecticut.
Date when your LLC will start operations in Connecticut.
Credit card information is on the last page of the form for the application fee.

Online Filing

Not Applicable

Offline Filling

In Connecticut, filing a foreign LLC is simple. The Registration Form (PDF) needs to be downloaded, filled up and submitted to the SOS physical address at Business Service Division, Connecticut Secretary of the State, P.O. Box 150470, Hartford, CT 06115.

Foreign LLC Registration Fee in Connecticut: The foreign LLC registration fee in Connecticut is $70. This fee must be paid to the SOS at the time of form submission. The check should be in the name of Secretary of the State.

The LLC cost in Connecticut, even for foreign LLCs will differ between online filing and by mail. Also, read about what’s the major difference between Connecticut’s domestic and foreign LLCs.

Step 5: Determine How Your Connecticut Foreign LLC is taxed

Foreign LLCs are also subjected to the Connecticut Business Privilege Tax and must file LLC annual reports each year. If you have a single-member foreign LLC then it will be considered as a ‘disregarded LLC’ by IRS. That means the LLC will not be regarded as a company but it will be taxed as an individual (the owner). If you already have an LLC in the home state, you must have obtained the EIN as well. You don’t need to obtain the EIN in Connecticut for a foreign LLC separately as it is issued from the IRS.

For other types of LLCs (member-managed or manager-managed LLCs), it will be a ‘pass-through taxation‘ where the LLCs don’t get taxed separately, instead, the members and managers are taxed based on their personal income. So, foreign LLCs are taxed as same as domestic LLCs in Connecticut. However, it is recommended to check with the Connecticut Secretary of State for state-wise taxes.

Note that forming a foreign LLC would be good for your business as you can legally operate in a different state thus reaching a larger market and opening more opportunities for higher profit.

Filing Connecticut Foreign LLC Online – Quick Recap

Get the Certificate of Legal Existence from your home state where your LLC is originally registered
Check if the name of your LLC is available in Connecticut to use for your foreign LLC. If not, file DBA name with Connecticut SOS.
Get a registered agent in Connecticut to represent your foreign LLC in Connecticut. Recommended, professional help instead of being your own registered agent.
File the Application of Foreign LLC with the Connecticut Secretary of State following the mentioned method(s) above.
Make the processing fee.

BOI Reporting

According to the Corporate Transparency Act, every LLC (or business) has to send a BOI reporting to the Financial Crimes Enforcement Network (FinCEN). Once you establish an LLC and if it is enlisted under the list of reporting companies, you must file your BOI report in Connecticut with the FinCEN.

After Forming Connecticut Foreign LLC

Here are added things you need to accomplish after forming your Connecticut Foreign LLC

Obtain Business Licenses. Find the business licenses you’ll need using the Business License Search. You can contact the license office at Connecticut Secretary of State.
File LLC annual reports and Business Privilege Tax. You must file an Annual Report before the stipulated time frame after forming your LLC in Connecticut. Here’s everything about Connecticut LLC Annual Reports.
Pay State Taxes like sales tax; you’ll need an EIN for your LLC.

FAQs

What is the process for forming a foreign LLC in Connecticut?

The process involves submitting a Certificate of Authority with the Connecticut Secretary of State.

Do I need a registered agent in Connecticut for my foreign LLC?

Yes, a registered agent in Connecticut is required for a foreign LLC to accept legal documents on behalf of the company.

How long does it typically take to form a foreign LLC in Connecticut?

The processing time for a foreign LLC in Connecticut can vary, but it usually takes several weeks to complete.

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

Foreign LLCs in Connecticut must file an annual report and pay the associated fee to maintain good standing in the state.

Can I convert my foreign LLC into a domestic LLC in Connecticut?

Yes, it is possible to convert a foreign LLC into a domestic LLC in Connecticut by filing the necessary forms with the Secretary of State.

What is the cost of forming a foreign LLC in Connecticut?

The filing fee for a foreign LLC in Connecticut is $120, but additional fees may apply depending on the specific circumstances.

Can a foreign LLC in Connecticut operate under a different name than its original name?

Yes, a foreign LLC in Connecticut can operate under a different name by filing a trade name registration with the Secretary of State.

Are there any tax implications for a foreign LLC operating in Connecticut?

Yes, foreign LLCs operating in Connecticut may be subject to state taxes and must comply with the state’s tax laws.

Do I need to have a physical office in Connecticut to form a foreign LLC?

A physical office is not required, but a registered agent with a physical address in Connecticut is necessary for a foreign LLC.

Can I register a foreign LLC in Connecticut online?

Yes, the Connecticut Secretary of State allows for online filing of the Certificate of Authority for a foreign LLC.

Do foreign LLCs in Connecticut need to have an operating agreement?

While not required by the state, it is recommended for a foreign LLC in Connecticut to have an operating agreement to outline how the company will be managed.

What is the difference between a foreign LLC and a domestic LLC in Connecticut?

A foreign LLC is one that is originally formed in another state and wishes to operate in Connecticut, while a domestic LLC is formed within the state of Connecticut.

Can a foreign LLC be formed in Connecticut as a nonprofit organization?

Yes, a foreign LLC can be organized as a nonprofit entity in Connecticut by meeting the specific criteria for nonprofit status.

How can I dissolve my foreign LLC in Connecticut?

To dissolve a foreign LLC in Connecticut, you must file a Certificate of Dissolution with the Secretary of State and fulfill any outstanding obligations.

Can I change the registered agent for my foreign LLC in Connecticut?

Yes, you can change the registered agent for your foreign LLC in Connecticut by filing a Change of Registered Agent form with the Secretary of State.

Are there any restrictions on the type of business activities a foreign LLC can conduct in Connecticut?

Foreign LLCs in Connecticut must comply with the laws and regulations governing their specific industry or type of business activity.

Will my foreign LLC be subject to Connecticut sales tax?

If your foreign LLC conducts business activities that are subject to sales tax in Connecticut, you will need to register for a sales tax permit and collect sales tax from customers.

Can a foreign LLC in Connecticut apply for federal trademark protection?

Yes, foreign LLCs operating in Connecticut can apply for federal trademark protection through the U.S. Patent and Trademark Office.

How can I make changes to the information on file for my foreign LLC in Connecticut?

Any changes to the information listed on file for a foreign LLC in Connecticut, such as business name or address, can be updated by filing the appropriate amendment forms.

What documents do I need to provide to form a foreign LLC in Connecticut?

To form a foreign LLC in Connecticut, you will need to submit a Certificate of Authority, a registered agent address, and payment of the required filing fee.

Can a foreign LLC in Connecticut apply for business licenses or permits?

Foreign LLCs operating in Connecticut may need to obtain specific business licenses or permits depending on the nature of their business activities.

Do foreign LLCs in Connecticut need to appoint officers or managers?

While not required, a foreign LLC in Connecticut may appoint officers or managers to oversee the day-to-day operations of the company.

How do I report changes in ownership or membership for my foreign LLC in Connecticut?

Changes in ownership or membership for a foreign LLC in Connecticut can be reported by filing an amendment form with the Secretary of State.

Can I operate my foreign LLC in Connecticut under multiple DBAs (doing business as) names?

Yes, a foreign LLC in Connecticut can operate under multiple DBAs by filing separate trade name registrations with the Secretary of State.

Is it possible to transfer my foreign LLC to another state from Connecticut?

Yes, a foreign LLC registered in Connecticut can be transferred to another state by filing the appropriate transfer forms with both states’ Secretary of State offices.

Do foreign LLCs in Connecticut need to maintain a business bank account?

It is recommended for a foreign LLC in Connecticut to maintain a separate business bank account to keep personal and business finances separate.

Can a foreign LLC in Connecticut hold meetings or conduct business activities virtually?

Yes, a foreign LLC in Connecticut can hold virtual meetings and conduct business activities online as long as all legal requirements are met.

Can I operate my foreign LLC in Connecticut from another state or country?

While you can operate a foreign LLC in Connecticut from another state or country, you will need a registered agent with a physical address in Connecticut as a point of contact.

Are there any restrictions on the name I can choose for my foreign LLC in Connecticut?

The name of a foreign LLC in Connecticut must comply with state naming requirements and cannot be misleading or too similar to an existing business name in the state.

What does forming a foreign LLC in Connecticut mean?

Forming a foreign LLC in Connecticut means registering an LLC that was originally formed in a different state to conduct business in Connecticut.

In Conclusion

Having a foreign LLC in Connecticut is nothing but expanding your business legally beyond the boundary of your domestic or home state. Starting a foreign LLC in Connecticut does not require a lot of documentation or tasks. However, it is always good to seek help from a professional when it comes to running your business. From getting the Certificate of Legal Existence to hiring a registered agent in Connecticut, a professional or attorney can always be a perfect help. ZenBusiness is one of the most accurate and user-friendly services that offer a bunch of LLC formation services. They offer LLC formation for $0 (excluding the state formation fee).

The cost of registering a foreign LLC in Connecticut can vary depending on a range of factors. While the initial registration fees and ongoing expenses can be a significant investment, many companies find that the benefits of establishing a presence in the state outweigh the costs. By carefully considering the expenses involved and budgeting accordingly, companies can ensure that their foreign LLC in Connecticut is a success.