Have you decided to stop transacting business with your Connecticut limited liability company? The state of Connecticut legally requires all business entities to go through a formal dissolution process.
What does this process entail, and how does it differ for domestic and foreign entities? In this guide, we’ll answer all the tough questions about dissolving an LLC in the state of Connecticut.
What Does It Mean to Dissolve an LLC?
Dissolving a company is an official means of permanently closing your business. While filing the dissolution documentation with the state of Connecticut is certainly an important part of the process, it’s not the only step. You should also liquidate your business assets, settle any liabilities, and send legal notifications to anyone that had an interest in your company.
Keep in mind that if you fail to complete these steps, you as a business owner could be held personally liable for any outstanding debts or liabilities of your limited liability company. Now that we’ve discussed what exactly dissolving an LLC is, let’s dive into the details of how this process is carried out in the state of Connecticut.
How to Dissolve a Domestic Connecticut LLC
If your limited liability company is domestic to the state of Connecticut, you will need to file the Certificate of Dissolution with the Commercial Recording Division of the Secretary of State’s office. You can either use the form provided by the Secretary of State, or draft your own Certificate of Dissolution. You can also file the Certificate of Dissolution online here. In any case, you will need to provide the following information:
- Name and address of the applicant
- LLC name
- Effective date of the dissolution
- Date of the application
- Title and signature of the applicant
Once you’ve finished filling out this form, you will need to include a check for $50 made payable to the “Secretary of the State.” You can then file your document and pay your fee online, or you can mail the form and the check to the following address:
Commercial Recording Division
Connecticut Secretary of State
P.O. Box 150470
Hartford, CT 06115-0470
Typically, the Connecticut Secretary of State’s office takes 3-5 business days to process your dissolution documents. For 24-hour processing, you will need to pay an additional $50.
How to Dissolve a Foreign LLC in Connecticut
Do you need to dissolve a limited liability company based outside of Connecticut, but qualified to transact business within this state?
The dissolution process for foreign LLCs in Connecticut starts with the filing of the Statement of Withdrawal of Registration. Like the Certificate of Dissolution used for domestic LLCs, the Statement of Withdrawal of Registration can either be filed by mail or online. In either case, you will need to provide the following information:
- LLC name
- DBA name (if applicable)
- State or country of formation
- Mailing address
- Application date
- Title and signature of the applicant
The Statement of Withdrawal of Registration requires a $120 filing fee. If you’re filing by mail, you will need to make the check payable to the “Secretary of the State.” Then, you can mail the form and the check to the following address:
Commercial Recording Division
Connecticut Secretary of the State
P.O. Box 150470
Hartford, CT 06115-0470
You should also expect this filing to take about 3-5 business days to be processed.
What Else Do I Need to Know About LLC Dissolutions in Connecticut?
First off, it’s important to note that once your dissolution is complete, any business entity in Connecticut can claim your business name if they would like to use it. This is just one of many reasons that you should only dissolve your Connecticut limited liability company if you’re entirely certain that you’re done conducting business in this state.
You should also keep in mind that there are several scenarios that can lead to the state of Connecticut administratively dissolving your LLC. According to the Secretary of State, the “Business Services Division may administratively dissolve (dissolve by forfeiture) a business entity that is more than one year in default of filing its annual report.” However, you can reinstate your dissolved LLC at any time by filing the Certificate of Reinstatement. You must make a request for this form with the Secretary of State’s office.
Depending on the nature of your business, these steps could be just the tip of the iceberg for reinstatement, so it’s strongly advised to not dissolve your business unless you have no plans to transact business in Connecticut again.
Conclusion
Whether you’re dissolving a domestic or foreign limited liability company, the process isn’t complicated.
The Certificate of Dissolution and the Statement of Withdrawal of Registration have very similar filing processes.
Our final note in this guide is that you should make certain each step of the process outlined in this guide is followed closely, to avoid any unforeseen snags with your dissolution. We hope this article helped you to better understand the dissolution process for a Connecticut LLC!