Obtaining a Certificate of Legal Existence in Connecticut

As a business owner, you may have to prove your entity’s legal existence, tax compliance, and history from time to time. For all these purposes, a Connecticut Certificate of Legal Existence, also referred to as a Certificate of Good Standing in some states, can come in handy.

What is a Connecticut Certificate of Legal Existence?

A Certificate of Legal Existence verifies your entity’s registration with the Connecticut Secretary of State’s office. The document proves that your business is compliant with legal requirements and authorized to carry out operations in the state. It also shows that you’re up-to-date with all required filings, including annual reports and tax returns.

Which Connecticut office issues Certificates of Legal Existence?

The Secretary of the State (SOS) issues this certificate after checking your business ID and name as they appear in official records. The application process is straightforward. You can visit the official government portal to complete the filing.

You may also print the form and mail it directly to the office of the SOS with a cover letter. This requires a $50 fee to process the certificate in three to five business days. You may expedite the process with an alternate payment of $100 to $130.

If you don’t have time or need help to file your Connecticut Certificate of Legal Existence, you can read about our Certificate of Good Standing service and see how it can help you.

What does a Certificate of Legal Existence confirm?

The certificate is a one-page legal document that carries the state seal. It both proves your legal existence in the state and verifies your adherence to state law.

You can register your business with the SOS as a Connecticut limited liability company (LLC), limited liability partnership (LLP), or corporation to get this certificate. If you have no outstanding tax liabilities or delayed annual reports, your certificate should be issued without any complications. The document includes vital information such as:

• Name of your business entity
• Its formation date
• Type of Connecticut business
• A statement certifying your legal existence and registration to operate in the state
• A certification that all your documents and fees are duly submitted to the Secretary of State
• An acknowledgment that you have paid all franchise taxes and dues
• A declaration that the business is in good standing with the state office

Why might a business need a Connecticut Certificate of Legal Existence?

A Connecticut Certificate of Legal Existence can be necessary for several reasons. Here are a few of them:

• Registering to do business in another state. As you grow your business, you may look for new locations to set up operations. If you take your entity to any other state, it becomes a foreign (out-of-state) corporation or LLC there. In addition to a Certificate of Authority to operate in another state, you may be asked to submit your Connecticut Certificate of Legal Existence to prove your legal existence.
• Securing funding. When applying for a line of credit for your business, you’ll need this certificate. Lenders require it to verify your company’s history, compliance, and legality.
• Opening a business bank account. Credit unions and banks will usually request your Certificate of Legal Existence to create your business bank account.
• Buying business insurance. Most business owners in Connecticut could benefit from buying business liability insurance for protection against personal injury, property damage, or false advertising claims. They also need workers’ compensation insurance if they have employees. Professional liability protection may also be worth buying, depending on the nature of your business. Present a Certificate of Legal Existence to the insurer to prove your credibility and compliance with state laws.
• Contract formation with state/other businesses. To enter into a business contract with the state or any other organization, you may need a Certificate of Legal Existence. It proves that your business has been in continual existence since its formation and pays its dues on time.
• Selling/transferring part or all of the business. Whether you want to sell your business or transfer part of it, you’ll need the certificate to make the process quick and smooth.
• Renewing certain permits and licenses. A Certificate of Legal Existence is sometimes required for obtaining new business licenses or permits or renewing existing ones.

What Connecticut entities can obtain a Certificate of Legal Existence?

According to the Connecticut SOS, any business entity registered with the office can apply for a Certificate of Legal Existence.

LLCs and corporations can get a Certificate of Legal Existence. Statutory trusts, along with religious corporations or societies, also require registration in the state and, therefore, are eligible to obtain the certificate.

If your business isn’t registered with the SOS, such as a sole proprietorship, the certificate isn’t available.

How to get a Connecticut Certificate of Legal Existence

Following the online process, you can file for a Certificate of Legal Existence. It involves these steps:

Check to make sure your business is in compliance

Before applying for the certificate, you must ensure that your business entity has no outstanding taxes or Connecticut annual reports. Obtain the local, state, and federal permits or licenses before registering the entity and keep them up to date.

Go to Connecticut’s business website to request a Certificate of Legal Existence

You need an account with the Connecticut Secretary of the State portal to apply for a Certificate of Legal Existence in the state. Sign in to the portal and request the certificate by choosing the relevant fields.

You may choose between express, short-form, or long-form certificates on the website. The short-form certificate reflects name changes, while a long-form is issued for domestic use only. Select the number of copies you need.

Make the payment of $50 and expedited service fee, if applicable, using your credit card information. Submit the completed form online or print a copy and mail it to:

The Office of the Secretary of the State of Connecticut, Commercial Recording Division
P.O. Box 150470
Hartford, CT 06115-0470

Make sure your Certificate of Legal Existence will be valid for its intended use

In Connecticut, the Certificate of Legal Existence is valid for 90 days following issuance. In some cases, requesting parties will ask for a certificate that’s been issued more recently than that (for example, they might require a certificate issued within the last 30 or 60 days).

Once you download or receive your Certificate of Legal Existence from the Connecticut Secretary of State, promptly send it to the party that originally requested it to ensure your document fits its time window.

Conclusion

Compliance may not be simple to keep up with, especially when considering all the other aspects that make a business go round. At ZenBusiness, we understand that your business needs don’t stop after the business has been registered. ZenBusiness can help keep you in good standing with our Worry-Free Compliance service, which helps businesses stay compliant with state regulations by sending reminders and filing annual reports and amendments on behalf of the customer. And, if you need a Certificate of Legal Existence, our Certificate of Good Standing service can help.