Connecticut is home to more than 355,000 small businesses, and that translates to a whole lot of paperwork. In your first year of business, maybe you’ve written your business plan or crafted an operating agreement. You almost likely registered your business as a legal entity with the IRS and state government. Maybe you’ve even acquired a litany of required permits. Nonetheless, after all that, your first year will probably end with one final set of forms: your Connecticut annual report.
Annual report filing can feel intimidating to new business owners, especially because the repercussions of doing it incorrectly or past the due date can result in the revocation of your legal business entity. In some states, it’s costlier than others (both in time and actual finances) to get back into good standing.
It’s important to understand the rules and regulations surrounding annual reports. Thankfully, Connecticut annual reports are pretty straightforward. The state has put forth a huge effort to streamline the process through their online CONCORD business portal. This guide can give you some added insight.
In Connecticut, most types of business have to file an annual report with the Connecticut Secretary of State, even if they don’t turn a profit. This includes Connecticut limited liability companies (LLCs), stock corporations, and non-stock corporations. Unless you get a waiver to file by mail, all annual reports must be submitted through the state’s CONCORD online business portal.
The main purpose of Connecticut’s annual report is to ensure that the state has up-to-date information about your business entity, such as your mailing address and a list of officers, directors, or members. Unlike some states where you have to file Articles of Amendment if you want to make any major changes, the state allows LLCs and corporations to edit a vast array of information right in their report for no additional charge.
Connecticut’s annual report doesn’t include financial records, but the information you submit does become public knowledge. Some states have a franchise tax that is due along with annual reports, but Connecticut’s filing fees are not to be confused with the state’s Business Entity Tax (BET). The Department of Revenue Services eliminated this requirement in 2019.
Both Connecticut LLCs and corporations have to submit the same type of information when they fill out their annual report with the Secretary of State. Both entities are allowed to use this form to amend the names and addresses of the principals of their business. In other words, they can add new members, managers, directors, and/or officers by simply clicking “add principals” in the online portal. They may also change their mailing address, office address, and registered agent.
There’s really only one main difference between filing an annual report for an LLC vs for a corporation. LLCs can use an authorized person to sign off on the paperwork rather than having a member file. Corporations don’t have this luxury, and all annual reports must be filed by an officer or director.
In addition, some corporations have to file a separate annual report with the Securities and Exchange Commission (SEC) if they have 500 or more shareholders, $10 million or more in assets, or are a public company. This is called a 10-k report and serves as a detailed financial outline. It is not to be confused with the state-mandated annual report, which does not need to include any financial information.
In Connecticut, annual reports are filed through the Connecticut Secretary of State’s CONCORD business portal. Before you can submit your paperwork, you must create an account online or reset your login credentials.
The Secretary of State urges business owners to use online filing because of potential processing delays, but it’s possible to file your annual report through the mail by requesting a waiver. Connecticut does not make this easy. There is no waiver available online, and you’ll need to contact the Business Services Division directly to get one.
There are a number of contact options, including the direct emails of department heads, on the department’s website. Generally, only businesses that don’t have the capability to file electronically or make an authorized payment via electronic means can get an exemption.
You may file some forms like Articles of Amendment and correction statements via fax, but an annual report does not qualify for that type of service.
In Connecticut, an annual report’s due date varies based on the type of entity that’s filing. They are:
About a month before your annual report is due, the Secretary of State will send a reminder to the email address on file. If there’s no email listed, you will get a postcard instead, but don’t solely rely on their reminders. It’s a business owner’s job to file correctly, and you’re still liable even if you never received any official correspondence.
All businesses must pay a filing fee to submit their annual report. This varies based on the type of entity, and foreign corporations generally pay the most. The fees are as follows:
You can pay this fee a number of ways, including using a previous customer account balance. The state also accepts credit cards like MasterCard, Visa, American Express, and Discover.
Before you file your Connecticut annual report, you need to gather some information. Overall, you’ll need to know:
Some foreign entities may also be required to keep an office in their local jurisdiction. In this case, you need to provide the business and mailing address of this office.
After you file your annual report, you should get a filing number as a confirmation and a confirmation email sent to the address on file. From there, your report becomes public record and is available for anyone to view via the Secretary of State’s Connecticut Business Registry Search. If you’ve filed incorrectly, you may be asked for a correction.
Once your report is accepted, you can also obtain a certificate of legal existence (also known as a certificate of good standing) to prove that your report was filed and that you’re up to date on your legal requirements. This may be required by lenders like banks or other financial institutions. You can request this certificate online, through the mail, or via fax.
If you miss the deadline to file your annual report, you will no longer be in good standing with the state of Connecticut. The state does not have late fees, but you’re risking your entity’s legal status by filing late. The Secretary of State can administratively dissolve entities that fail to file by using a certificate of dissolution by forfeiture after a 90-day waiting period.
Once your business is forfeited or dissolved, your business is no longer allowed to operate under entity protections, except to wind down activities and liquidate assets. Of course, if this happens, you can remedy it. The process includes filling out a reinstatement package. You can request a packet from the Business Services Division. The fee is $300 for nonstock corporations, $160 for stock corporations, and $120 for LLCs.
As a disclaimer, once your business entity is dissolved, your name becomes available for use by other businesses. If it gets taken in the interim, you’ll have to file an amendment to your certificate of organization or incorporation to get a new name.
If you’re having trouble filing your annual report, you can contact the Business Services Division using any of the contacts listed on their website.
It costs $150 for domestic corporations, $435 for foreign corporations, and $80 for LLCs. You can find the full fee schedule on the Connecticut Secretary of State’s CONCORD business portal.
Your business will no longer be in good standing, and you cannot obtain a certificate of legal existence. The state has no fee for filing late.
After a 90-day waiting period, the Secretary of State may dissolve your business using a certificate of dissolution by forfeiture. Once this happens, another business can use your name and you must cease most operations until you fill out a reinstatement package and pay the fee.
For LLCs, annual reports can be filed by a manager, member, or authorized individual. For corporations, annual reports can only be filed by directors or officers.
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