You want to do business in the state of Connecticut but are registered as a Domestic Corporation in another state.  In order to legally conduct business in the state of Connecticut you must register with the Connecticut Secretary of State as a Foreign Corporation.  The process of registering as a Foreign Corporation in Connecticut is called Connecticut Corporation Foreign Qualification.

The process of Connecticut Corporation Foreign Qualification is similar to the process of forming a Domestic Corporation in Connecticut.  Your original Domestic Corporation formation documents (usually called Articles of Incorporation) and By Laws apply to your Connecticut Foreign Corporation.  The Officers and Directors of your Domestic Corporation have the same roles in the Connecticut Foreign Corporation.  Specific requirements to qualify as a Foreign Corporation in Connecticut are explained below. 

Once you have made the decision to Qualify as a Foreign Corporation in Connecticut, a Connecticut lawyer can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents to perform these services.

In the United States, just because you are registered to do business in one state does not mean that you can legally do business in another state.  If you want to transact any serious business in a state other than the state in which your Corporation is registered, most likely you will have to register with the state in which you want to do business before you can legally conduct business there. 

For example, a Corporation that is registered in California wants to do business in Connecticut.  The California Corporation is a "Domestic" Corporation in California and will be a "Foreign" Corporation in Connecticut.

The California Foreign Corporation needs to register with the Connecticut Secretary of State as a Connecticut Foreign Corporation.

The use of the term Foreign in this case refers specifically to individual US states.  The US government, including the IRS, considers a Foreign Corporation to be a Corporation that is registered outside of the United States.

The short answer is no.  The state of Connecticut does not legally require a lawyer to form a Connecticut Foreign Corporation.

Our detailed Foreign Corporation Information page may help you understand some of the implications of forming a Connecticut Foreign Corporation.  However, if there is anything about forming a Foreign Corporation in Connecticut that you're not sure about you should seek the advice of a competent Connecticut lawyer, a Connecticut accountant, or both before you form a Foreign Corporation in Connecticut.

Once you have made the decision to form a Foreign Corporation in Connecticut, a Connecticut lawyer can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents to perform these services and save money that you can use in your new Connecticut Foreign Corporation.

You are not legally required to reserve a Company Name for a new Connecticut Foreign Corporation before you submit your application to Form a Foreign Corporation in Connecticut.

The Foreign Corporation name that you have registered in your home state may or may not be available in Connecticut.  In that case you need a different name your Connecticut Foreign Corporation.  Whether or not you need to reserve a company name for your new Connecticut Foreign Corporation depends entirely on your business situation.  The Connecticut Secretary of State uses names on a first come first served basis.  So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Connecticut Foreign Corporation Name.

If the Name you have chosen for your new Connecticut Foreign Corporation is already in use by a currently active Connecticut Foreign Corporation or LLC then you will have to register a DBA Name with the administrative clerk in each Connecticut city or town in which you want to do business. "DBA" is an abbreviation for "Doing Business As."

We verify that the Name you have chose for your new Connecticut Foreign Corporation is available before we submit your Foreign Corporation filing to the Connecticut Secretary of State.  If necessary we can register a DBA Name in Connecticut for you so that you can open your new Connecticut business as quickly as possible.

1. Prove that you are registered in a state other than Connecticut as a Domestic Corporation
   In order to register as a Foreign Corporation in the state of Connecticut, you must first prove that you are registered in another state as a Domestic Corporation.  You prove this with a Certificate of Good Standing, sometimes referred to as a Certificate of Existence or a Certificate of Fact, from the state in which you are registered as a Domestic Corporation.  Cost of a Good Standing Certificate for your Domestic Corporation varies from state to state.
   
   
   If you already have a Good Standing Certificate from your home state, note that it must be dated no older than 90 days from the date of your application for Connecticut Corporation Foreign Qualification.
   
   
   If the date on your Good Standing Certificate is older than 90 days then you need to get an updated certificate.   If you get your own Good Standing Certificate you must scan and email or send a copy to us before we submit your application for a Connecticut Foreign Corporation.
   We can get your Good Standing Certificate from any state - in most states within 2-3 hours.
2. Choose a name for your Connecticut Foreign Corporation
   You can use the same name in Connecticut that you use in your home state, however, if the name of your Domestic Corporation is not available you need to choose another name.  Your Connecticut Foreign Corporation name can identify the type of products and services your business will provide; or it may be the name of the founder; or it can be a combination of the two or something else.
   
   In any case, the Connecticut Foreign Corporation name that you choose must be distinguishable from the name of any other registered Connecticut Corporation or other business entity and the name must also be different from any reserved names on record with the state of Connecticut.  Your Connecticut Foreign Corporation name must not imply that it was formed for a purpose other than that stated in the Your Connecticut Foreign Corporation name must not be a name that is likely to mislead the public.
   
   The name of a Connecticut Foreign Corporation must include the word "Foreign Corporation" or "Incorporated" or an abbreviation of one of these words.
   
   It's important to choose a good name for your Connecticut Foreign Corporation because if you want to change it after you qualify you will have to file amended documents with the Connecticut Secretary of State (and pay a fee).
   We will check to make sure that your requested Connecticut Foreign Corporation name is available and conforms to all state of Connecticut Foreign Corporation naming regulations.
3. Select an official address and a Registered Agent for your Connecticut Foreign Corporation
   Every Connecticut Foreign Corporation must have an address that is physically located in the state of Connecticut.  This address is "registered" with the Connecticut Secretary of State.  The Registered Address cannot be a PO Box and is where official and legal correspondence can be delivered.
   
   The individual or company that is registered with the state of Connecticut to receive all correspondence on behalf of the Connecticut Foreign Corporation is called a "Registered Agent".  You may act as your own Registered Agent, however, many Connecticut Foreign Corporations hire a Registered Agent because they don't have a physical address within the state of Connecticut or to provide a distinct level of privacy.
   We provide Registered Agent services in Connecticut as well as all other states and the District of Columbia.
4. File Registration Documents with the Connecticut Secretary of State
   In order to Qualify as a Foreign Corporation in Connecticut you must file Registration Documents with the Connecticut Secretary of State.  In Connecticut the registration documents are named "Application for Certificate of Authority".
   
   The registration documents must include certain specific information about your Connecticut business.  If the Registration Documents do not conform exactly to state of Connecticut requirements they will be rejected. 
   
   If you need to change any of the information on your registration documents after your Connecticut Foreign Corporation has been approved, you may amend the registration documents for your Connecticut Foreign Corporation but you will have to pay a fee to the state of Connecticut in order to make the changes official.
   
   
5. Determine how you want your Connecticut Foreign Corporation to be taxed
   The Connecticut Corporate Income Tax Rate is %.  You may choose that your Connecticut Foreign Corporation to be taxed as a C Corporation or S Corporation. 
   
   A C Corporation is what you may think of as a traditional Corporation like General Electric or Ford.  C Corporations pay a Corporate income tax to the state if that state taxes Foreign Corporations. 
   
   You may choose to have your Connecticut Foreign Corporation taxed as a S Corporation.  S Corporations "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable personal rate.  S Corporations do not pay any Connecticut Corporate Income Tax.
   
   All Connecticut C Corporations are required to pay Corporate Income Tax for all years in which the Corporation is registered with the Connecticut Secretary of State.

   If the amount of tax due is less than $250, the Connecticut Corporation must pay the Alternative Minimum Tax of $250.

   Since the 1990s, Connecticut has enacted wide-ranging corporation business tax exemptions, deductions and credits that reduce dramatically the tax liability of many Connecticut Corporations.

   All Connecticut S Corporations are required to pay an annual Business Entity Tax of $250.
   If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Connecticut Foreign Corporation and include it with your final Foreign Corporation documents package.

1. Obtain Business Licenses from the cities and counties in which you plan to do business
2. File the required reports for your Connecticut Foreign Corporation
3. Keep proper records of your Connecticut Foreign Corporation on file
4. Pay your taxes to the state of Connecticut

1. Obtain Business Licenses from the cities and counties in which you plan to do business
   Note that forming a Connecticut Foreign Corporation does not take the place of obtaining a local business license, tax registration certificate, or other required business permits.  A Connecticut Foreign Corporation merely creates an ownership structure that limits the owners' personal liability.  You may still need to take care of getting set up to do business with your local government.
   
   Depending on the nature of the business and the location of your Connecticut Foreign Corporation within Connecticut you may need to get one or more local business licenses or permits.  The business licenses or permits that are required for your Connecticut Foreign Corporation vary depending on your business activities and the specific locations within the state of Connecticut in which you want to conduct business.
   
   If your Connecticut Foreign Corporation will be selling products in Connecticut you may be required to obtain a Reseller's Permit from the appropriate Connecticut state agency.  If your Connecticut Foreign Corporation will be selling products in Connecticut you will also be responsible for all applicable local and state of Connecticut sales taxes if there are any.
   We have the expertise to find out exactly which state and local permits that you need for your specific business.
2. File the required reports for your Connecticut Foreign Corporation
   The Connecticut Corporation Annual Report includes basic information about your Connecticut Foreign Corporation including information on your Officers and Directors.
   
   Failure to submit a properly completed Connecticut to the Connecticut Secretary of State on or before the due date may subject the Connecticut Foreign Corporation to being administratively dissolved in the state of Connecticut or having its authority to transact business in the state of Connecticut revoked by the Connecticut Secretary of State.
   
   Penalties may accrue if you fail to file any Connecticut Foreign Corporation to the Connecticut Secretary of State by the due date.
   
   
3. Keep proper records of your Connecticut Foreign Corporation on file
   Keep the following records on file and available at the principal business office of your Connecticut Foreign Corporation:
   • Names and addresses of all Directors and Officers of the Connecticut Foreign Corporation
   • Foreign Corporation formation documents and any Amendments to them
   • Corporate Bylaws and any Amendments to them
   • List of current shareholders of the Foreign Connecticut Foreign Corporation.  If shareholders change, keep a record of old shareholders and how stock was transferred.
   • Minutes of all Meetings of Shareholders and Directors
   • Copies of any Corporate Resolutions which have been adopted by the Connecticut Foreign Corporation
   • Copies of all tax returns and Annual Reports for the Connecticut Foreign Corporation for the last 3 years
   
   
   
4. Pay your taxes to the state of Connecticut
   Foreign Corporations that either do business in the state of Connecticut or that derive income from sources within the state of Connecticut are subject to Connecticut and federal tax laws.  If you are engaged in intrastate business and derive income from other states besides Connecticut, you must allocate the amount of income derived from the state of Connecticut in order to determine your Connecticut state taxes.

In order to Incorporate in Connecticut you'll need the following information about your new Company:

• The name of your new Connecticut Foreign Corporation along with your second choice of a name in case the name that you want is not available
  
• Physical address of the Foreign Corporation office in Connecticut (not a PO Box)
  
• A good standing certificate for your Domestic Corporation from your home state no older that 90 days
• A description of the nature of the business you are planning to operate with the Connecticut Foreign Corporation
• When the Connecticut Foreign Corporation will start and when it will cease to exist (normally the Foreign Corporation starts on the date the application is filed and will exist perpetually)
• Names and addresses of the initial Directors of the Connecticut Foreign Corporation
• Names and addresses of each Officer of the Connecticut Foreign Corporation

Remember - ALL the information that you provide when you Form a Foreign Corporation in Connecticut becomes part of the public record.  Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Foreign Corporation in Connecticut.

Processing times for new Connecticut Foreign Corporation applications vary depending on the work load of the Secretary of State's staff.  We've found that normal processing of new Connecticut Foreign Corporation applications takes the state around 1-2 business days.  Add 2-3 days for the time period for shipping the final documents by mail.  Choosing our Express Mail option can shave a couple of days off the total processing time for your new Connecticut Foreign Corporation.

The Connecticut Secretary of State reserves the right to extend expedite periods in time of extreme volume, staff shortage or equipment malfunction.  We are dependent on, and have no control over, the staff and systems of the Connecticut Secretary of State.

In our experience 1-2 business days is the time it usually takes the Connecticut Secretary of State to process a new Connecticut Foreign Corporation application. We get your Connecticut Foreign Corporation application to the CT Secretary of State ASAP. Once it is at the state we have no control over the new Connecticut Foreign Corporation application process.

The state of Connecticut charges $440.00 to Form a Foreign Corporation in CT.  Also add the cost of a Good Standing Certificate from your home state.   If you choose us to help you Form your Foreign Corporation in Connecticut our processing fees are $145.00.  This includes:

• Same day processing of your new Connecticut Foreign Corporation order
• CT Name Check and Reservation
• Prepare Application for Certificate of Authority
• File Formation Documents with the Connecticut Secretary of State
• Certified Copies of Formation Documents
• Connecticut Foreign Corporation Checklist
• Priority Mail Delivery
• Unlimited Customer Support