Connecticut Business Owners Cautioned Regarding Certificates of Existence

By Kelly F. O'Donnell

Business owners who have recently formed an entity with the Connecticut Secretary of the State’s Office, or business owners whose annual reports are coming due, may receive a form similar to the one (see Related Materials below), from a company which, at first glance, appears to be an official government agency or otherwise connected to the Secretary of the State.  However, this notice, along with similar notices is from a private company with no connection to any Connecticut agency and has alarmed and confused Connecticut business owners.  In the past, other companies have used the Connecticut Secretary of the State records to send deceptive marketing materials, so business owners should carefully review all correspondence delivered to any address listed on public records.  Although the attached notice provides a short deadline for response, a Certificate of Existence can be obtained at any time from the Secretary of the State’s office or instantly online.  

The Connecticut Secretary of the State’s office issues Certificates of Existence for $50.00—not $112.50—and Certificates of Existence are not necessary to operate your business.  Rather, business owners typically only need a Certificate of Existence (sometimes called a Certificate of Legal Existence or Good Standing Certificate) to prove that the entity is in good standing with the Secretary of the State’s Office in connection with a financing transaction or acquisition.  You can request these directly from the Secretary of the State’s Office or your attorney can obtain them for you. 

This is a good time to note that annual reports for Connecticut limited liability companies are due beginning January 1 and must be filed by March 31 to avoid potential penalties.  Annual reports must be filed online through the Secretary of the State’s Office.  You may or may not get an e-mail reminder from the Secretary of the State, but the report is due regardless.  Connecticut corporations still file on an annual basis with the due date established by their date of filing their Organization and First Report upon formation.  

If you have any questions about a notice you have received or your annual report, you can contact a member of the Business Organizations and Finance Department.

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