How to Reinstate an LLC in Connecticut

How reinstatement works in Connecticut

Connecticut dissolves LLCs by forfeiture rather than with an immediate penalty. When an LLC is more than one year behind on its annual report, the Secretary of the State emails a notice, and if the report is not filed within three months, a certificate of dissolution by forfeiture is filed under C.G.S. 34-267g. Reinstatement has no time limit unless a court ordered the dissolution. The LLC files the Combined Certificate of Reinstatement and Annual Report, $120 for a domestic LLC, which also serves as the current year's report. The filing requires the written consent of a majority in interest of the members, a registered agent who accepts, and payment of any penalties. If someone has taken the name, a Certificate of Amendment must be filed at the same time. Under C.G.S. 34-267b, the LLC resumes as if it had never been dissolved and keeps its original formation date.

Steps to reinstate a Connecticut LLC

1. Written consent of a majority in interest of the members
2. A current-year annual report (included in the combined form)
3. Appointment of a registered agent who accepts the appointment
4. Payment of all penalties and forfeitures plus the reinstatement fee
5. A six-digit NAICS code and business email address
6. A Certificate of Amendment to an available name if the original name has been taken
7. Form to use: Combined Certificate of Reinstatement and Annual Report, Limited Liability Company - Domestic.
8. Online through the Business.CT.gov dashboard (Manage your business, then Reinstatement), which requires a Connecticut-resident agent, or by uploading the paper form through the 'submit paper filing' option.

What reinstatement costs: a worked example

An LLC dissolved after missing 2 reports:

$120 total on the Combined Certificate of Reinstatement and Annual Report for a domestic LLC, which includes the current-year annual report; a Certificate of Amendment fee is added if the name must change. Whether late penalties are charged again at reinstatement varies; the state calculates the exact total when you file. Taxes, interest and tax-clearance costs are extra where they apply.

What happens to the LLC and its name

• Effect: Under C.G.S. 34-267b(c), the LLC resumes its activities as if dissolution had never occurred and keeps its original formation date, though third parties who relied on the dissolution before learning of the reinstatement keep their rights.
• Your LLC name: If the LLC's name was taken while it was dissolved, it must amend to an available name at the same time it reinstates.

The most common cause is a missed Annual Report. See the Connecticut Annual Report guide for deadlines so it does not happen again.

Reinstatement in Connecticut and nearby states

Mistakes that slow down a Connecticut reinstatement

• Filing reinstatement without the written consent of a majority in interest of the members, which C.G.S. 34-267b requires.
• Submitting the reinstatement without a Certificate of Amendment when the LLC's old name has since been taken.
• Assuming every missed year's report must be filed, when the combined form includes only the current-year report.