In the state of Connecticut, if you own a corporation (stock or non-stock), a limited liability company (LLC), a limited liability partnership (LLP), or a limited partnership (LP), you are required by law to file an annual business report. So, what is an Annual Report? We’re so glad you asked!
What is an Annual Report?
An Annual Report is a report that contains the essential information surrounding your business (this includes: members names and contact information, the physical address of the business, the registered agent and their contact information (if an LLC or corporation), the business email address, NAICS code, etc.) The Annual Report serves as a method of ensuring that Connecticut businesses keep their pertinent business information accurate and current on the state’s Secretary of State website. While the phrase “Annual Report” may seem daunting, it’s actually a fairly straight-forward process and does not require any financial information from you or the business!
How and Where to File
Connecticut has recently streamlined the process for filing Annual Reports, and it can now all be done online at the CT Business One Stop online portal, rather than being filed by mail. (Note: Connecticut requires that all Annual Reports be filed online unless you request a mail waiver.) To make the process easier for next year, we recommend creating an account so that you are able to link your business to your account and be made aware of all necessary filings. When filing your Annual Report, make sure you have access to the following information (as you will need to confirm all of it!):
Business address
Mailing address
Business email address
NAICS code (a system for classifying businesses by industry)
Principal(s)/Member(s) contact information
Registered agent contact information
When to File and Filing Fees
The deadline for filing an Annual Report varies based upon the type of business entity. In Connecticut, LLCs are required to file their Annual Report by March 31stof each year. Alternatively, corporations in Connecticut are required to file their Annual Report by the last day of the anniversary month the business was formed (i.e. if your corporation was formed in May, you have until May 31st to file the report). The Secretary of State will send an email to the business email address on file one month before your Annual Report is due. In addition to filing the Annual Report, you are also required to pay a filing fee. The filing fee also varies dependent on the type of business entity. The filing fee for LLCs, LLPs and LPs is $80.00. The filing fee for a stock corporation is $150.00, while a non-stock corporation is $50.00. Furthermore, a foreign corporation (a corporation that does business in the state of Connecticut, but was incorporated in a different state) has a filing fee of $435.00.
What Happens if I Don’t File my Annual Report?
If a business fails to file its Annual Report by the applicable deadline, the Connecticut Secretary of State has the ability to administratively dissolve the business. What does this mean? In the event you’ve forgotten to file your business’s Annual Report, and it has been more than one year passed the deadline, your business will be dissolved by forfeiture. When a business is administratively dissolved, it loses all rights, powers, protections and authorities due to a failure to comply with statutory obligations. This includes all rights in your business’s legal business name, thus allowing another business to use the name (which could cause a lot of problems down the road). A business will also be unable to request a Certificate of Legal Existence if the Annual Report has not been filed, which essentially proves that a business is legally authorized to do business in that state. The Secretary of State will mail out a notice of dissolution to the business’s physical address on file (which is why it’s so important to file your Annual Report!). If your business receives such a notice, and is now in danger of administrative dissolution, you are given three months to file all necessary Annual Reports to avoid dissolution. The Secretary of State also posts a list of all administrative dissolution activity on this website, and is available for at least sixty days.
Contact Marti Law Group today if you need help forming your business in Connecticut or Massachusetts! Bonus: we keep track of our client’s Annual Report deadlines so that you never have to worry about administrative dissolution! Email us at: info@martilawgroup.com or call us at: 860-552-7770.