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Connecticut runs its LLC annual reports on a single statewide window: under CGS § 34-247k(c), every report "must be filed with the Secretary of the State after January first and before April first of each calendar year" — in practice, January 1 through March 31, for every LLC in the state regardless of when it was formed. The fee is $80, and it is one of the internet's most durably mis-quoted numbers: it was $20 until July 1, 2020, when it quadrupled for LLCs, LPs and LLPs (the Secretary of the State's own annual-report FAQ documents the increase), and stale guides quoting $20 are still easy to find. Filing is electronic-only — § 34-247k(a) requires delivery "by electronic transmission" through business.ct.gov, with a hardship exemption available on request under subsection (e). Miss March 31 and nothing is billed — Connecticut charges no late fee (the SOS FAQ says so directly, whatever third-party sites claim). The consequences are structural instead: the Secretary won't issue a Certificate of Legal Existence while a report is missing, and once an LLC is more than one year in default, CGS § 34-267g(b) lets the Secretary send a notice that the company's "rights and powers are prima facie forfeited" — and unless the report is filed within three months of that notice, the Secretary "shall" file a certificate of dissolution by forfeiture. Since January 1, 2025 (P.A. 24-111), that notice goes out by electronic mail only, "sent to the limited liability company's electronic mail address as last shown on the Secretary's records." If the email on file is a formation service, a departed partner, or an inbox nobody reads, the entire warning phase of Connecticut's dissolution process happens where no one is looking.
| Item | Connecticut LLC |
|---|---|
| What's due | Annual Report with the Secretary of the State — company name, principal-office addresses, at least one member or manager with business and residence addresses, registered agent, a valid email address, and the company's NAICS code (§ 34-247k(a)) |
| When | January 1 – March 31, every year — "after January first and before April first" (§ 34-247k(c)); same window for every LLC |
| First one | The year following the calendar year of formation or foreign registration — an LLC formed anytime in 2026 files its first report January 1 – March 31, 2027 |
| How | Online only via business.ct.gov; § 34-247k(e) allows the Secretary to grant an exemption from e-filing for inability or other good cause |
| Fee | $80 — raised from $20 effective July 1, 2020 (SOS FAQ); an amended annual report filed mid-year costs $25 (§ 34-247k(g), added effective Jan 1, 2025) |
| Late fee | None. The SOS FAQ is explicit that no penalty fee attaches to a late report |
| Immediate consequence | No Certificate of Legal Existence (good standing) while any annual report is outstanding — the thing lenders and closings ask for first |
| The fuse | More than one year in default → the Secretary may send notice by email that rights and powers are prima facie forfeited; three months after the notice, unfiled = certificate of dissolution by forfeiture (§ 34-267g(b)). A 60-day public posting on the SOS website follows (§ 34-267g(e)) |
| After dissolution | The LLC "continues in existence as an entity but may not carry on any activities except as necessary to wind up" — or to apply for reinstatement (§ 34-267g(f)); the registered agent's authority survives (§ 34-267g(g)) |
| Reinstatement | At any time after dissolution — no statutory deadline — unless a court has ordered otherwise (§ 34-267b); requires written consent of a majority in interest of the members, all penalties and forfeitures plus the reinstatement fee, a current-year annual report, and a registered-agent appointment; the company then resumes "as if dissolution had never occurred" |
| Your name | Not held for you. The state's own guidance: if the name "is no longer available, it has to be changed at the time of reinstatement" by amendment (CT.gov, Reinstating After Administrative Dissolution) |
| Where | business.ct.gov — File Annual Report · annual-report overview |
The 2025 change is the one to update your records for. Public Act 24-111 rewired Connecticut's default machinery around email: the annual report must now carry "a valid electronic mail address where the Secretary of the State can communicate with the company or its filing agent" (§ 34-247k(a)(5)), and the § 34-267g forfeiture notice — which used to go by mail to your principal office — now goes only to that email. The three-month countdown to dissolution starts when the email is sent, not when anyone reads it. An LLC whose contact email is stale has no working warning system left; checking what address the Secretary actually has on file takes two minutes in a business-records search and is worth doing this week.
Connecticut's staircase is longer and quieter than most. Miss March 31, 2026: nothing is charged, but your good-standing certificate is gone — the first place this usually surfaces is a loan file, a state contract, or a closing where someone orders a Certificate of Legal Existence. Stay unfiled past March 31, 2027, and you're "more than one year in default": the Secretary may now send the § 34-267g email. From the moment it's sent, you have three months to file the overdue report — do that and the matter ends at $80 per missed year. Let it lapse and the certificate of dissolution by forfeiture is filed, effective immediately, with your company's dissolution posted on the Secretary's website for 60 days. Even then, Connecticut is one of the more forgiving states on the far side: § 34-267b puts no time limit on reinstatement (compare Utah's two-year hard stop), demands no Department of Revenue tax-clearance certificate (compare Kentucky, Indiana, and Tennessee), and restores the company "as if dissolution had never occurred." What it does not restore is your name — if another entity legally acquired it while you were dissolved, you come back under a different one. The general triage order for a discovered lapse is in what to do if you missed your annual report; Connecticut's version is mostly arithmetic (back reports at $80) plus speed on the name.
| Where you are | What it costs |
|---|---|
| On time (Jan 1 – Mar 31) | $80 |
| Past due, under one year | $80 — no late fee, but no Certificate of Legal Existence until filed |
| More than one year in default | Eligible for the § 34-267g email notice — three months from sending to file, or dissolution by forfeiture |
| Dissolved by forfeiture | Wind-up only — but reinstatement is open under § 34-267b |
| Reinstatement, any time | Majority-in-interest consent + all penalties/forfeitures + reinstatement fee + current annual report + agent appointment — relates back in full |
| Name taken meanwhile | Amend to an available name at reinstatement — the old one isn't reserved |
On cadence, Connecticut belongs to the calendar-window family: Georgia uses the identical January 1 – April 1 window (for $60 against Connecticut's $80), Iowa and Nebraska run the same window biennially, and Kentucky stretches its window to June 30 — so a multi-state portfolio can have four "January windows" that all close on different days. On price, $80 sits mid-pack: quadruple New York's $9-every-two-years, a fraction of Massachusetts' $500. Its no-late-fee posture puts it in the quiet club with Michigan, Idaho, and Kentucky — states where the first consequence you feel is status, not money. Its one-year-default-plus-three-months fuse is slower than the 60-day staircases in Iowa or Idaho, but the 2025 email-only notice makes it easily the most missable: other states at least mail something. And on the way back in, Connecticut's any-time, no-tax-clearance reinstatement is among the most forgiving anywhere — only the name rule bites. The 50-state table shows every state's cadence side by side.
A fixed window is easy — until the one warning the state sends goes to an inbox nobody checks. EntityMinder pins Connecticut's March 31 close, reminds you while the window is open — and tracks every other state you're in on the same calendar. The beta waitlist is open; planned pricing is $9/month.
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