What happens if your Connecticut LLC misses its annual report, and how to reinstate it
Connecticut’s own word for it: “Dissolved by forfeiture”; status “forfeited”. Time limit to get back: Any time. Tax clearance: No (corporations: yes).
Checked against the Connecticut Secretary of the State, September 2026.
- What Connecticut calls it
- “Dissolved by forfeiture”; status “forfeited”
- Tax clearance
- No(corporations: yes)
- Time limit to get back
- Any time
How it unfolds in Connecticut
- MissedAnnual report
- Status“Dissolved by forfeiture”; status “forfeited”
- The way backCertificate of Reinstatement (combined with the annual report)
Connecticut Secretary of the State (Business Services, business.ct.gov)
What does Connecticut call a company that missed its filings?
Statute: LLC “dissolved by forfeiture” (the Secretary files a “certificate of dissolution by forfeiture”). Business Services: an administratively dissolved entity “is given the status ‘forfeited’”; the owner receives a “Certificate of Dissolution or Revocation”. (“Revoked” applies to foreign entities.)
What triggers it in Connecticut?
More than one year in default of filing the annual report required by §34-247k (due between January 1 and before April 1 each year), or failure to maintain a registered agent for service (Conn. Gen. Stat. §34-267g(b),(c)).
Before it happens
The Secretary emails the LLC (at its email address of record) that its rights and powers are prima facie forfeited; unless it files the annual report (or appoints a registered agent) within three months of that notice, the Secretary files a certificate of dissolution by forfeiture. Notice of the filing is posted on the Secretary’s website for 60 days.
How do you reinstate a Connecticut LLC?
Certificate of Reinstatement — filed as the Combined Certificate of Reinstatement and Annual Report — online via the business.ct.gov dashboard (“Manage your business” → reinstatement) or on the paper form. Requires written consent of a majority in interest of the members, payment of all penalties and forfeitures plus a reinstatement fee, an annual report for the current year, and appointment of a registered agent. All reinstatements are reviewed by staff.
Where to file
Connecticut Secretary of the State, Business Services Division.
Missed filings and fees
The statute requires an annual report for the current year plus payment of all penalties and forfeitures incurred — not every missed annual report.
Is there a deadline to reinstate a Connecticut LLC?
Any time after dissolution, unless the Superior Court ordered the dissolution under §34-267(a)(4) or (5).
Do you need tax clearance in Connecticut?
No
Not required for LLCs: §34-267b lists no Department of Revenue Services or Labor statement (unlike corporations under §33-892), and the LLC reinstatement form lists none.
What happens to the company name meanwhile?
No. Once forfeited, the business name becomes available to others. If the name is no longer available, it must be changed to an available name by amendment to the certificate of organization filed with the reinstatement.
What changes once it is fixed?
The LLC resumes its activities as if dissolution had never occurred; liabilities incurred between dissolution and reinstatement are determined as if no dissolution occurred, but third parties who relied on the dissolution without notice are protected; claims barred under §34-267d are revived and the LLC is estopped to deny its existence during forfeiture.
What changes for corporations in Connecticut?
Corporations are “administratively dissolved” under Conn. Gen. Stat. §33-890 (same triggers: more than one year in default of the annual report, or no registered agent; three months to cure after email notice) and reinstate under §33-892 with no time limit. Unlike LLCs, the corporate application must include up-to-date statements from the Commissioner of Revenue Services and the unemployment compensation administrator (Department of Labor) showing taxes/contributions paid or provided for (waived if not issued within five weeks of request). Corporate reinstatement relates back to the date of administrative dissolution.
What should you file first?
There is no separate tax clearance step for a Connecticut LLC, so the filing comes first, with the missed filings and fees described above.
The filing
Certificate of Reinstatement (combined with the annual report)
Where it goes
Connecticut Secretary of the State, Business Services Division.
What does Connecticut ask you to file, so it does not happen again?
| Obligation | Form | Due | If late |
|---|---|---|---|
| LLC formation (Certificate of Organization) | Certificate of Organization | At formation | N/A |
| Annual report — LLC, LP and LLP | Annual Report (filed electronically at Business.CT.gov) | After January 1 and before April 1 every year — in practice, by March 31 | Loss of good standing, and eventual administrative dissolution |
| Annual report — corporations | Annual Report (filed electronically at Business.CT.gov) | First report within 90 days of incorporation for corporations formed on or after January 1, 2020; afterwards on the anniversary date of that first annual report | More than one year in default lets the Secretary of the State administratively dissolve the corporation after notice |
| Change of registered agent (by entity) | Change of Agent — Form BUS-009 for domestic entities, Form BUS-010 for foreign entities, or the online filing at Business.CT.gov | When the agent changes | N/A |
From the same Connecticut record as the Connecticut registered agent page. State fees change; we confirm current amounts with you before anything is filed.
Put every recurring Connecticut deadline in your calendar with the compliance calendar, or see what Connecticut requires of your registered agent.
Which Connecticut laws govern it?
Dissolution by forfeiture: Conn. Gen. Stat. §34-267g (and §34-267(a)(6)). Reinstatement: Conn. Gen. Stat. §34-267b. Annual report: §34-247k.
Sources, checked September 2026:
- Connecticut General Assembly (Conn. Gen. Stat., current)— Conn. Gen. Stat. §§34-267(a)(6), 34-267g, 34-267b, 34-247k
- Connecticut General Assembly (Conn. Gen. Stat., current)— Conn. Gen. Stat. §34-267g
- Connecticut General Assembly (Conn. Gen. Stat., current)— Conn. Gen. Stat. §§34-267g, 34-247k
- Connecticut General Assembly (Conn. Gen. Stat., current)— Conn. Gen. Stat. §34-267g(b),(c),(e)
- Connecticut General Assembly (Conn. Gen. Stat., current)— Conn. Gen. Stat. §34-267b(b); Combined Certificate of Reinstatement and Annual Report (LLC)
- Connecticut Secretary of the State – Business Services— Certificate of Dissolution or Revocation page
- Connecticut General Assembly (Conn. Gen. Stat., current)— Conn. Gen. Stat. §34-267b(b)(3)
- Connecticut Secretary of the State – Business Services— Business Services ‘Administrative Dissolution (Forfeiture)’; Conn. Gen. Stat. §34-267b(b)(4)
- Connecticut General Assembly (Conn. Gen. Stat., current)— Conn. Gen. Stat. §34-267b(a)
- Connecticut General Assembly (Conn. Gen. Stat., current)— Conn. Gen. Stat. §34-267b(c)
- Connecticut General Assembly (Conn. Gen. Stat., current)— Conn. Gen. Stat. §§33-890, 33-891, 33-892
Checked against the Connecticut Secretary of the State (Business Services, business.ct.gov) and the statutes above · Last checked September 2026. Not legal advice: the filing office has the final word on your entity.
Connecticut
Behind on a Connecticut filing?
Send us the entity and any notice you received. A compliance check shows where it stands with the Connecticut Secretary of the State, and state fees are confirmed with you before anything is filed.