How to Reinstate an LLC in Connecticut – 2024 Guide


Steve Bennett
Steve Bennett
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Get Connecticut LLC Reinstated

Reinstatement of an LLC in Connecticut involves a simple process. In general, after dissolving a limited liability company, sometimes LLCs restore their good standing and continue their operations. Depending on the reason for dissolution, the reinstatement occurs. In most cases in Connecticut, if the dissolution is administrative, the chances of reinstatement are higher.

This article will take you through the process of restoring your business. The editors from LLCBuddy focus mainly on how to reinstate an LLC in Connecticut, also known as The Constitution State. There might be several reasons for LLC dissolution in Connecticut. This article will also list the type of dissolution in Connecticut and which ones are eligible for reinstation.

What is LLC Reinstatement in Connecticut?

LLC reinstatement simply refers to returning an administratively dissolved or revoked business entity to active status. In case the Limited Liability Company doesn’t comply with the state requirements, such as non-payment for necessary fees and not filing annual reports, it may dissolve by the Connecticut Secretary of State. When companies have been reinstated, they regain their legal capacity, thereby facilitating continued operations. In some cases, the companies can be dissolved due to legal issues or by members’ choices.

LLC Dissolution in Connecticut

There can be several reasons why a Limited Liability Company gets dissolved in Connecticut. Certain types of dissolution can be identified based on the reasons given. In Connecticut, reinstatement of an LLC depends on how and why the LLC got dissolved in Connecticut in the first place.

  1. Administrative Dissolution: If the LLC fails to comply with the State rules, like filing proper documents (annual reports, BOI reports in Connecticut), tax dues, or any other administrative issues, the state can dissolve the LLC in Connecticut.
  2. Judicial Dissolution: If there is any lawsuit and court orders to dissolve the company, the said LLC has to shut it down.
  3. Dissolution Due to Expiration: In some cases, LLCs were formed for a particular reason or for a specific time. Hence, the LLC was automatically dissolved after the purpose was served or the period was over.
  4. Voluntary Dissolution: When members decide to dissolve the LLC, they file the dissolution form with Connecticut Secretary of State.

How to Reinstate an LLC in Connecticut

As mentioned above, reinstatement takes place depending on the type of dissolution. The steps involved in restoring your LLC are moderately simple; however, getting professional help before you start processing LLC reinstatement is recommended. Here are the initial steps to follow before you file for reinstatement in Connecticut.

Initial Steps Before Filing for Reinstatement

In Connecticut, most of the businesses are reinstated after administrative dissolution. That is the most common type of reinstatement for any business, such as LLC or Corporation in Connecticut. There are a few steps before you start the restore process.

Identify Reasons for Dissolution

Before you start reinstating your LLC, you must know why your company was dissolved. Some common reasons are:

  • Missing annual reports.
  • Unpaid state taxes.
  • Non-compliance with specific state regulations.

If need be, contact Connecticut Department of Revenue Services to know whether you owe any outstanding tax obligations. Besides, going through the Connecticut Secretary of State correspondences or checking the Certificate of Legal Existence online can help you understand why dissolution was done in your entity.

Gather Necessary Information Regarding the LLC in Connecticut

To avoid delays in filing, gather all necessary information ahead of time, including:

  • Business Name: You should first check if it is still available and has not been taken by another entity.
  • Document Number: It can often be found on previous filings or notices issued by the Connecticut Secretary of State.
  • Details of Previous Filings and Compliance Records: These involve past annual reports, tax returns, and other compliance materials.

How to File an LLC Reinstatement Document

Once you are determined to restore your LLC (or business), you must proceed with the filing of a reinstatement application. In Connecticut, the reinstatement document is called Combined Certificate of Reinstatement and Annual Report . The next task is to get the forms from the official Connecticut Secretary of State business section. A reinstatement fee might be paid to the Connecticut SOS.

Forms

In order to reinstate your LLC, you have to fill out various forms which could include:

  • LLC Reinstatement Form: You can file your LLC reinstatement offline or online (whichever is available and convenient for you).
  • Additional Forms: Depending on what type of dissolution it is, you might need to file additional forms to Connecticut Tax Department [Connecticut Department of Revenue Services] or Insurance Department [Connecticut Insurance Department]. Besides, the Certificate of Legal Existence in Connecticut might be needed.
  • Annual Report Filing: For administrative dissolution, the LLC must file the annual reports and pay the due annual report fees along with the reinstatement form.

Fees

The following fees may be incurred during reinstatement:

  • Reinstatement Fee: In Connecticut, the LLC reinstatement fee is $120.
  • Annual Report Fees: Your company could have to pay for each year it didn’t file the annual reports. The annual report fee in Connecticut is $80.
  • Late Fees and Penalties: There are possible late fees and penalties if you miss the filing deadlines set by Connecticut.

Accepted methods of payment are as follows:

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Processing Time and Confirmation

The processing time for reinstatement of your LLC in Connecticut varies depending on the filing method. For online filing (if available), it takes less time to process than that of offline filing. However, sometimes it takes almost the same time for both methods.

  • Processing time for LLC reinstatement: In Connecticut, the standard processing time is 3-5 working days. If you want to expedite the process, you can pay additional $50 to make the process faster than standard.

Updating LLC Information During Reinstatement

Upon reinstatement, you have an opportunity to update your LLC’s information.

  • Update members’ or managers’: Changing Members and Managers: You can add, delete, or change Members and Managers.
  • Update names and addresses as necessary.
  • Update Registered Agent Information: Change the registered agent or office address.

Changing the Resident Agent in Connecticut

To change the existing Resident Agent for your LLC, you must attach a separate application for the same. Check how to change a registered agent in Connecticut to know more about the process.

Updating Business Address

Principal Office & Mailing Address changes may also be made in these areas:

  1. Fill out the Address Change Form – where required by Connecticut Secretary of State.
  2. Submit LLC Amendment Form – to update the business address or other details of your LLC, you might submit the Connecticut LLC Amendment to the SOS.
  3. Submit with Reinstatement Application – Ensure all information provided is correct.

Post-Reinstatement Requirements

After getting a company back into good standing, more steps are necessary to maintain compliance:

  • Obtain a Copy of the Reinstatement Certificate
  • Updating Business Licenses
  • Make sure that all business licenses are up-to-date:
    • General Business License- Verify with do not need to obtain.
    • Specific Permits and Licenses- Check for any industry-specific requirements.
  • Verifying Good Standing Status
    • Connecticut Annual Reports – File on time each year.
    • Tax Payments – Pay all state taxes due.

It might look like the steps are simple to reinstate your LLC. However, it is not as simple as it looks. Considering all the paperwork and legal complexities, it is recommended to hire professionals. You must read the best LLC services in Connecticut where you can explore the professional services for your consideration.

Additional Considerations

  • Federal Requirements: Reporting Beneficial Ownership Information: Federal requirement for reporting beneficial ownership information since January 1, 2024. Visit the Beneficial Ownership Page on Connecticut Secretary of State website for more details.
  • Name Availability: Name change is one of the options to consider when an original business name is not available. DBA in Connecticut can also be filed if the previous name is not available. Fill out the correct amendment form with Connecticut Secretary of State.
  • Contracts and EIN Reinstatement: Contracts and your EIN might be impacted by reinstating your LLC:
  • Renew Contracts: You will need to talk with vendors, banks, and customers about the revival.
  • Get a New EIN: When this becomes necessary, you should acquire it from the IRS.

Benefits of Reinstatement

There are certain important advantages of restoring your company’s existence:

  • Restores Good Standing: This makes the company become legally recognized again within the state.
  • Maintains Limited Liability Protection: This will protect the business’s owners from being liable for any company’s debts.
  • Ensures Business Continuity: The company can, therefore, continue operating without any legal challenges.
  • Preserve Business Credibility: For instance, a good relationship with clients is necessary for maintaining trust amongst suppliers and financial institutions.

Common Reasons for Administrative Dissolution

  • Failure to File Annual Reports: Filing annual reports that many states like Connecticut require companies such as Limited Liability Companies (LLCs) is a must; otherwise, it may lead to dissolution.
  • Unpaid Taxes: An LLC could be dissolved until taxes are paid if any franchise taxes are pending or some state tax has not been settled.
  • Non-Compliance with Other State Requirements: For instance, where there isn’t a registered agent maintained within a specified period while being subjected to several business regulations set by the state.

Reinstatement After Dissolution in Connecticut

  • Depending on the type of dissolution, reinstatement takes place. For Administrative Dissolution, reinstatement is very common and possible in Connecticut.
  • For voluntary dissolution, reinstatement is not common. Because the LLC dissolution in Connecticut is voluntary by members, it is not common for them to restore the LLC in Connecticut.
  • For Judiciary Dissolution, it is very uncommon to reinstate in Connecticut. Most of the time, court orders do not allow the LLCs to restore their business in the state they are located in. In very exclusive cases, they can be reinstated if the court passes such an order.

FAQs

How do I reinstate my LLC in Connecticut?
To reinstate your LLC in Connecticut, you will need to file a Reinstatement Application with the Secretary of State.
What is the process for reinstating an LLC in Connecticut?
The process for reinstating an LLC in Connecticut typically involves submitting the necessary forms and fees to the Secretary of State.
How much does it cost to reinstate an LLC in Connecticut?
The cost to reinstate an LLC in Connecticut can vary, but there are typically filing fees and any past due fees that must be paid.
What documents do I need to reinstate my LLC in Connecticut?
To reinstate your LLC in Connecticut, you will likely need to submit a Reinstatement Application along with any required fees.
Can I reinstate my Connecticut LLC online?
In some cases, you may be able to reinstate your Connecticut LLC online through the Secretary of State’s website.
How long does it take to reinstate an LLC in Connecticut?
The time it takes to reinstate an LLC in Connecticut can vary, but it is typically processed within a few weeks.
What happens if my Connecticut LLC is administratively dissolved?
If your Connecticut LLC is administratively dissolved, you will need to file for reinstatement to continue operating legally.
Can I continue to operate my LLC during the reinstatement process in Connecticut?
It is not recommended to do business while your LLC is administratively dissolved in Connecticut.
How do I reinstate an LLC in Connecticut?
To reinstate an LLC in Connecticut, you will need to submit a reinstatement form and pay any outstanding fees.
Can an LLC be reinstated in Connecticut after being dissolved?
Yes, an LLC can be reinstated in Connecticut after being dissolved as long as the necessary requirements are met.
What are the reasons for needing to reinstate an LLC in Connecticut?
An LLC in Connecticut may need to be reinstated if it was dissolved for failing to file annual reports or pay required fees.
Is there a time limit for reinstating an LLC in Connecticut?
Yes, there is typically a time limit for reinstating an LLC in Connecticut after it has been dissolved.
What forms do I need to reinstate an LLC in Connecticut?
To reinstate an LLC in Connecticut, you will need to submit a reinstatement form provided by the Secretary of State’s office.
Can I reinstate my LLC in Connecticut online?
Reinstating an LLC online in Connecticut may be possible depending on the specific requirements and processes set forth by the Secretary of State’s office.
What are the consequences of not reinstating an LLC in Connecticut?
If an LLC in Connecticut is not reinstated in a timely manner, there may be additional penalties and consequences imposed.
Is it possible to reinstate an LLC in Connecticut if it has been inactive for a long time?
It may be possible to reinstate an LLC in Connecticut even if it has been inactive for a long time, but this will depend on the specific circumstances and compliance requirements.
Can I reinstate my LLC in Connecticut if I have outstanding taxes?
It may be possible to reinstate an LLC in Connecticut if there are outstanding taxes owed, but this will typically need to be addressed as part of the reinstatement process.
What happens to the business assets of an LLC in Connecticut that is dissolved?
If an LLC in Connecticut is dissolved, the business assets may be distributed according to the state’s laws regarding dissolution, unless the LLC is successfully reinstated.
Can I reinstate an LLC in Connecticut without paying outstanding fees?
In most cases, outstanding fees will need to be paid in order to reinstate an LLC in Connecticut.
Are there any penalties for reinstating an LLC in Connecticut late?
There may be penalties for reinstating an LLC in Connecticut late, so it is important to follow all the necessary procedures in a timely manner.
Can I change the name of my LLC when reinstating it in Connecticut?
If you wish to change the name of your LLC when reinstating it in Connecticut, you will need to follow the appropriate procedures for filing a name change with the Secretary of State’s office.
What documents do I need to submit when reinstating an LLC in Connecticut?
In addition to a reinstatement form, you may need to submit any required documents such as updated articles of organization or operating agreements when reinstating an LLC in Connecticut.
Can I reinstate an LLC in Connecticut if I am no longer the registered agent?
If you are no longer the registered agent for the LLC you wish to reinstate in Connecticut, you will need to appoint a new registered agent before beginning the reinstatement process.
Do I need to have a written record of the LLC’s resolutions when reinstating it in Connecticut?
Having a written record of the LLC’s resolutions may be helpful when reinstating it in Connecticut, as these documents may be required to verify certain decisions or actions taken by the LLC.
Is there a grace period for reinstating an LLC in Connecticut?
There may be a grace period for reinstating an LLC in Connecticut, depending on the specific circumstances and requirements of the Secretary of State’s office.
What should I do if my LLC has been involuntarily dissolved in Connecticut?
If your LLC has been involuntarily dissolved in Connecticut, you will need to follow the appropriate procedures for reinstatement as soon as possible to avoid further consequences.
Can I reinstate a foreign LLC in Connecticut?
If you have a foreign LLC that is authorized to do business in Connecticut and it has been dissolved, you may be able to reinstate it by filing the necessary forms with the Secretary of State’s office.
How can I check the status of my LLC in Connecticut?
You can check the status of your LLC in Connecticut by visiting the Secretary of State’s website and searching for your business entity using the designated tools.
Do I need to notify any creditors or partners when reinstating an LLC in Connecticut?
Depending on the circumstances, you may need to notify creditors or partners when reinstating an LLC in Connecticut, especially if there are outstanding debts or obligations.
What are the implications of reinstating an LLC in Connecticut for tax purposes?
Reinstating an LLC in Connecticut may have implications for tax purposes, so it is important to consult with a tax professional or attorney for guidance on any related issues.

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In Conclusion

LLC reinstatement or restoration in Connecticut mostly depends on the type of dissolution. If it is a voluntary dissolution by the members or managers, then probably the reinstatement won’t occur. However, the LLC reinstatement will be done for other types of involuntary dissolutions in Connecticut. As mentioned, you must submit the Certificate of Legal Existence and updated Annual Report to the SOS to restore the LLC.

Besides, every LLC gets a certain time limit after dissolution. Within that period, reinstatement can be registered. In some states, there is no such time limit. Hence, they can file for restoration of their business any time after the dissolution process is completed. Though this article explains the DIY methods of filing your LLC reinstatement, it is highly recommended that you get professional help.

Always remember to meet state requirements consistently, which will prevent further involuntary dissolutions in the future and maintain the reputation of your company while at the same time preserving its basic features.

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