Connecticut requires most registered business entities to file an Annual Report with the Connecticut Secretary of State. This filing updates the state with current information about your entity, helping to maintain its active status and good standing. In addition to this, there are annual tax-related filings with the Connecticut Department of Revenue Services (DRS) and specific requirements for charitable organizations.
Why is it important to file? Maintaining good standing with the State of Connecticut is crucial for your entity’s legal operation. While Connecticut does not impose direct monetary late fees for overdue Annual Reports filed with the Secretary of State, failure to file can lead to significant consequences:
Default Status: Your entity will be marked as “in default” with the Secretary of State.
Administrative Dissolution/Cancellation: If an Annual Report is not filed within one year of its due date, the Secretary of State may administratively dissolve your domestic entity or cancel the authority of your foreign entity to transact business in Connecticut.
Loss of Name Protection: Your entity’s name may become available for others to use.
Inability to Conduct Business: A dissolved or cancelled status can hinder your ability to legally enter into contracts, maintain bank accounts, or defend yourself in Connecticut courts.
Complex Reinstatement: Reinstatement involves filing all delinquent reports and paying a reinstatement fee (e.g., $160 for non-profits, or the relevant initial filing fee for other entity types) and can be a more involved and costly process.
Tax Penalties: Separately, late filing or payment of taxes with the Department of Revenue Services (DRS) will incur penalties and interest.
Specific Requirements by Entity Type in Connecticut:
For Corporations (For-Profit & Professional) in Connecticut:
Annual Report (Connecticut Secretary of State):
Frequency: Annually.
Due Date: Annually by the last day of your corporation’s anniversary month of incorporation or registration in Connecticut. You can generally file 30 days prior to the due date.
Filing Fee:
Domestic Corporations: $150.00
Foreign Corporations: $435.00
Penalty: No direct late fee from the Secretary of State, but the entity will be “in default” and can be administratively dissolved after one year of non-filing.
Information Required: Corporation name, filing number, principal office street address, principal mailing address, name and address of the registered agent, names and addresses of directors, and names and titles of principal officers (e.g., President, Secretary, Treasurer).
Filing Method: Must be filed online through the CT Secretary of State’s online filing system.
Connecticut Corporation Business Tax (Connecticut Department of Revenue Services – Form CT-1120):
Frequency: Annually.
Due Date: By the 15th day of the month after your federal corporate income tax return is due (e.g., May 15th for calendar year filers, assuming a federal April 15th due date).
Minimum Tax: Connecticut has a minimum tax of $250.00 for corporations.
Estimated Payments: Required if tax liability exceeds $1,000, due quarterly.
Penalties: Penalties (10% of tax unpaid or $50, whichever is greater, for late filing) and interest (1% per month) apply for late filing or payment.
For Limited Liability Companies (LLCs) in Connecticut:
Annual Report (Connecticut Secretary of State):
Frequency: Annually.
Due Date: Annually by March 31st. You can file as early as January 1st.
Filing Fee:$80.00 (for both domestic and foreign LLCs).
Penalty: No direct late fee from the Secretary of State, but the entity will be “in default” and can be administratively dissolved after one year of non-filing.
Information Required: LLC name, filing number, principal office street address, principal mailing address, name and address of the registered agent, and names and addresses of managers (if manager-managed) or members (if member-managed).
Filing Method: Must be filed online through the CT Secretary of State’s online filing system.
Connecticut Pass-Through Entity (PTE) Tax (Connecticut Department of Revenue Services – Form CT-1065/CT-1120SI):
Frequency: Annually.
Due Date: By the 15th day of the 3rd month following the close of the taxable year (e.g., March 15th for calendar year filers).
Optional Election: Effective January 1, 2024, the PTE tax is optional. An election must be made annually by checking a box on the timely filed return.
Estimated Payments: Required if tax liability exceeds $1,000, due quarterly.
Penalties: Penalties and interest apply for late filing or payment.
Note: If the PTE tax is not elected, members/partners report their share of income on their individual Connecticut income tax returns.
For Partnerships (General Partnerships, Limited Partnerships, Limited Liability Partnerships, Limited Liability Limited Partnerships) in Connecticut:
General Partnerships (GPs):
Generally, GPs formed by agreement are not required to file an Annual Report with the Connecticut Secretary of State unless they have filed a Statement of Partnership Authority.
They are subject to federal and state income tax reporting requirements for pass-through entities.
Due Date: Annually by the last day of the anniversary month of filing the certificate of limited partnership or statement of qualification.
Filing Fee:$80.00 (for both domestic and foreign).
Penalty: No direct late fee from the Secretary of State, but the entity will be “in default” and can be administratively dissolved after one year of non-filing.
Information Required: Partnership name, filing number, principal office street address, principal mailing address, name and address of the registered agent, and names and addresses of all general partners (LPs) or partners (LLPs).
Filing Method: Must be filed online.
Limited Liability Limited Partnerships (LLLPs):
According to recent information, LLLPs may not be required to file an Annual Report with the Connecticut Secretary of State. This can vary, so verification is crucial.
Note: If your LLLP operates like an LP or LLP, it’s best to confirm the filing status directly with the Secretary of State or a compliance professional.
Connecticut Pass-Through Entity (PTE) Tax (Connecticut Department of Revenue Services – Form CT-1065/CT-1120SI):
Frequency: Annually.
Due Date: By the 15th day of the 3rd month following the close of the taxable year (e.g., March 15th for calendar year filers).
Optional Election: Effective January 1, 2024, the PTE tax is optional.
Estimated Payments: Required if tax liability exceeds $1,000, due quarterly.
Penalties: Penalties and interest apply for late filing or payment.
For Non-Profit Corporations in Connecticut, please also note the following:
Non-profit organizations in Connecticut have distinct annual compliance requirements with both the Connecticut Secretary of State and the Department of Consumer Protection (which oversees charities):
Annual Report (Connecticut Secretary of State):
Frequency: Annually.
Due Date: Annually by the last day of your nonprofit’s anniversary month of incorporation or registration in Connecticut.
Filing Fee:$50.00 (for both domestic and foreign non-profits).
Penalty: No direct late fee from the Secretary of State, but the entity will be “in default” and can be administratively dissolved after one year of non-filing.
Information Required: Non-profit name, filing number, principal office street address, principal mailing address, name and address of the registered agent, and names and addresses of directors and principal officers.
Filing Method: Must be filed online.
Charitable Organization Registration and Annual Renewal (Connecticut Department of Consumer Protection – Public Charities Unit):
If your non-profit solicits charitable contributions in Connecticut (unless specifically exempt, e.g., typically those receiving less than $50,000 in contributions and not using paid solicitors), you must register and renew annually.
Due Date: Annually by the last day of the 5th month after your fiscal year ends (e.g., May 31st for a December 31st fiscal year-end).
Filing Fee:$50.00.
Required Attachments: This renewal requires submitting a copy of your federal IRS Form 990 series return. If gross receipts exceed $500,000, an audit report from an independent public accountant may be required.
Penalties: A $25.00 per-month late fee is charged if the renewal is received after its expiration date. Failure to register or renew can lead to further penalties for unlawful charitable solicitation.
Federal IRS Form 990 Series: As a federally tax-exempt organization, your non-profit must file an annual information return with the IRS (Form 990, 990-EZ, 990-PF, or 990-N, depending on your gross receipts and assets). This is typically due by the 15th day of the 5th month after your fiscal year ends.
What information is generally required for these filings? The various Connecticut filings typically require verification or updating of the following:
Your entity’s legal name and Connecticut Filing Number.
The current principal office street address and mailing address.
The name and physical street address of your Connecticut Registered Agent.
For Corporations and Nonprofits: Names and addresses of your principal officers (e.g., President, Secretary, Treasurer) and directors.
For LLCs: Names and addresses of managers (if manager-managed) or members (if member-managed).
For Partnerships: Names and addresses of general partners (LPs) or all partners (LLPs).
Updated contact information for the entity.
Financial information for tax returns and for charitable organization reporting (gross revenue, contributions, expenses).
How can we assist you? We understand that navigating these compliance requirements can be challenging, especially with different due dates and penalties. We are here to assist you with understanding and fulfilling your Connecticut compliance obligations. Our services for these filings include:
Determining your specific filing requirements, due dates, and applicable fees.
Gathering the necessary information.
Preparing and accurately filing your Annual Reports with the Secretary of State.
Assisting with the preparation and filing of your Connecticut tax returns (if applicable).
Preparing and filing any applicable non-profit charitable renewals.
Arranging payment of the applicable fees/taxes.
Confirming receipt with the Connecticut Secretary of State, Department of Revenue Services, and, if applicable, the Department of Consumer Protection.
What we need from you: To facilitate these filings, fill up the information sheet:
Please do not hesitate to contact us at your earliest convenience to discuss your Connecticut compliance obligations. We can help ensure your entity remains in good standing and avoids any potential adverse consequences.
