If you are a Connecticut business entity registered with the Secretary of the State’s office, such as a limited liability company or corporation, you may not give much thought to your annual report filings. Every year, every registered business entity is required by Connecticut law to provide the Secretary of the State with an annual report to keep its information up to date with the Secretary’s office and maintain the good standing of the entity. This is a routine filing and until recently, the consequences for failing to maintain your annual reports has been minimal.
However, over the course of the past year, the Connecticut Secretary of the State’s office has stepped up its enforcement efforts regarding annual report filings. By statute, the Secretary of the State has the authority to administratively dissolve Connecticut business entities that have not filed an annual report for more than two years. We have seen an increasing number of administrative dissolutions in the state, which can have a negative impact on the company’s ability to borrow, to bring or defend lawsuits or to generally conduct business.
What can you do to prevent your company from being administratively dissolved? First and foremost, make sure that your annual reports have been filed. For limited liability companies, annual reports are due by April 1 each year. For corporations, annual reports are due annually in the month that the corporation’s certificate of incorporation was originally filed. If you’re unsure how to check the status of your company’s annual filings, we can help and can assist you in bringing your company back into good standing.
Be aware there are third party companies who send “official” looking invoices for annual reports due to the State of Connecticut or, alternatively, for Certificates of Legal Existence. Read the fine print on the notice and you will see that these are independent companies and not affiliated with the government. You should ignore these invoices. The Connecticut Secretary of State will not normally send unsolicited mailings to business owners seeking payment for annual reports. In general, the Secretary of State only communicates via the email on file for the business. If there is no email on file, the Secretary of State’s office will send a postcard reminding the business to file its annual report online but it will not mail the form or request for payment via regular mail.
The Secretary of the State’s office will send notice before administratively dissolving your company, but it will be sent to the address it has on file. If your company’s address is out of date, you may never receive this notice. If you find out your company has been administratively dissolved, please contact us and we can assist you with the reinstatement process.
For more information about annual report filings or other business questions, please contact Kate Diehm.