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A Connecticut LLC must designate and maintain a registered agent in the state. The Secretary of the State's own LLC forms list uses a different word, statutory agent, for the same role. The rule sits in Conn. Gen. Stat. 34-243n, and the fees are on the state's domestic LLC forms and fees page. Searching and the register itself are in our Connecticut guide.
Who is allowed to be the agent?
Under the statute an LLC's agent can be one of these:
- A natural person who is a resident of Connecticut.
- A Connecticut corporation, or a foreign corporation with a certificate of authority.
- A limited liability company, or a registered foreign LLC.
- A Connecticut registered limited liability partnership, or a foreign one with a certificate of authority.
- A statutory trust, from Connecticut or registered here.
Whoever it is, the agent needs a place of business in Connecticut. An individual agent has to live in the state, so an owner who lives elsewhere cannot serve as a person. An out-of-state owner has to name someone else or an entity. See being your own registered agent for the trade-offs, or the registered agent services overview for what a paid agent does.
What does the agent have to do?
Very little. The statute gives the agent one main duty: forward any process, notice or demand to the company at the address the company last gave. If the agent resigns or changes its own name or address, it must send the notices the statute requires. Our service of process guide explains how papers are served.
How do you name or change the agent?
Naming the agent is part of the Certificate of Organization, so there is no separate step at formation. Naming someone is also your statement that the agent agreed to serve.
To switch later, file a Change of Agent through Business.CT.gov. The fee is $50. The new agent signs the certificate, unless the new agent is the Secretary of the State. Members and managers do not need to vote first. If only the agent's address moves, a Change of Agent's address also costs $50.
How does an agent resign?
The agent files a certificate of resignation. The state lists it with no form and a $50 fee. It takes effect on the thirty-first day after filing, or on the day a new agent is designated if that is sooner. The agent must tell the company at once. Until it takes effect, the company is still reachable through that agent, so name a replacement before the date.
What happens with no agent?
This is where Connecticut gets strict. If the Secretary of the State sees that a delinquent LLC has no agent, it can email a notice to the address on file. The company then has three months to file an appointment of a registered agent. If it does not, the state files a certificate of dissolution by forfeiture and posts notice on its website for sixty days.
A forfeited LLC still exists to wind up, and it can apply for reinstatement. The agent's authority does not end with the forfeiture.
If a company has no agent or the agent cannot be found, a plaintiff may serve the company by registered or certified mail at its principal office. The address is the one on the latest annual report, so keep it current.
How do you check who an LLC's agent is?
Open the company record on Business.CT.gov. Our registered agent lookup guide shows what to read there. If the record shows an agent who has left, file a Change of Agent before a notice arrives.
Forming a new company? Our Connecticut LLC guide walks through the filing, and you can start from the start an LLC form.