How to Reinstate an LLC in Connecticut: No Deadline, But You Need the Members

Updated August 24, 2026. Quick answer: Connecticut does not put a deadline on reinstating an LLC dissolved by forfeiture: Conn. Gen. Stat. § 34-267b lets a company reinstate “at any time after its dissolution.” The trade is that time is not the obstacle: governance is. Reinstatement requires the written consent of a majority in interest of the members before a certificate goes to the Secretary of the State, along with a $120 filing fee, payment of every penalty and forfeiture already accrued, a current annual report, and a new registered agent. Dissolution itself is also slower to arrive here than in most states: it follows more than a year of unaddressed default and a further three-month cure notice, not an automatic annual trigger.

The clock that is not there

Most states that let the Secretary of State dissolve a delinquent LLC also put a hard outer limit on undoing it: two years in Ohio, six years in Maine. Connecticut does not.

“A limited liability company may be reinstated as provided in this section at any time after its dissolution, unless the Superior Court for the judicial district where the limited liability company is located has entered an order under subdivision (4) or (5) of subsection (a) of section 34-267 .”

Conn. Gen. Stat. § 34-267b(a)

The only thing that closes the door permanently is a court-ordered dissolution for illegality or oppression under subdivision (4) or (5) of subsection (a) of section 34-267, a judicial track entirely separate from the administrative one this page is about. Short of that, an LLC dissolved by forfeiture years or even decades ago is, on the face of the statute, still eligible to come back.

That generosity is easy to misread as “there’s no rush.” The actual constraint that replaces the clock is described further down this page, and it does not get easier with time; it gets harder if the people who could give consent scatter.

It also means Connecticut does not publish a hard cutoff analogous to Ohio’s two years or Maine’s six. An LLC dissolved by forfeiture in 2015 and one dissolved in 2025 are, as far as § 34-267b is concerned, on identical footing today: both may reinstate, and neither has run out a clock the statute set for them.

How Connecticut gets you here in the first place

Connecticut’s LLC Act does not have an automatic annual-report trigger the way most Uniform Act states do. It has a specific mechanism called dissolution by forfeiture, and the Secretary of the State has to notice the problem and choose to act on it:

“Whenever it comes to the attention of the Secretary of the State that a limited liability company is more than one year in default of filing its annual report as required by section 34-247k , the Secretary of the State may notify such limited liability company by electronic mail addressed to such limited liability company and sent to the limited liability company’s electronic mail address as last shown on the Secretary’s records that, under the provisions of this section, the limited liability company’s rights and powers are prima facie forfeited.”

Conn. Gen. Stat. § 34-267g(b)

Notice goes out by email to whatever address the company has on file, and then there is a further cure window before anything becomes final:

“Unless the limited liability company, within three months of the sending of such notice, files such annual report, the Secretary of the State shall prepare and file in the Secretary’s office a certificate of dissolution by forfeiture stating that the delinquent limited liability company has been dissolved by forfeiture by reason of its default.”

Conn. Gen. Stat. § 34-267g(b)

So a Connecticut LLC that is behind on its annual report is not automatically dissolved on any fixed date. It takes over a year of default, an email notice the office is not required to send on any particular schedule, and then three more months of silence before the certificate of dissolution by forfeiture is actually filed. The same three-month cure structure applies separately if the company loses its registered agent.

That means a Connecticut LLC can sit in default of its annual report for well over a year, sometimes years, if the Secretary of the State’s office hasn’t gotten to it, and still not be dissolved. Owners who check their status and find no dissolution on record sometimes read that as confirmation they’re compliant. It may only mean the office hasn’t sent the notice yet. Once the notice does go out and the three-month cure period lapses without a fix, the certificate of dissolution by forfeiture is filed and the company is dissolved as of that date, whether or not the owner ever saw the email.

What it costs to come back

The reinstatement filing fee itself is set by statute, not by agency discretion:

“filing a certificate of reinstatement, one hundred twenty dollars;”

Conn. Gen. Stat. § 34-243u(a)(11)

That $120 does not travel alone. Section 34-267b(b)(3) requires the certificate of reinstatement to be accompanied by payment of every penalty and forfeiture the company has already incurred, a current-year annual report (now $80 under § 34-243u(a)(15)(B)), and an appointment of a registered agent for service of process. None of those add-on figures were published on the Secretary of the State’s own reinstatement page as of this session, see the gaps, so the $120 is the one number this page can state with statutory certainty; the total bill for a specific company will run higher.

• $120: statutory certificate-of-reinstatement fee, § 34-243u(a)(11)
• $80: current-year annual report, § 34-243u(a)(15)(B)
• Plus: every penalty and forfeiture already accrued (amount not fixed by the sections read)

For comparison, filing the original certificate of organization costs $120 under § 34-243u(a)(3), the same figure as reinstatement. Connecticut prices coming back onto the register the same as starting fresh, on top of whatever accrued penalties are outstanding from the years of default that led to dissolution in the first place.

The trap: no clock, but a governance requirement

Section 34-267b(b) does not ask for a filer’s signature the way a routine reinstatement form does. It asks for a vote:

“The written consent of a majority in interest of the members.”

Conn. Gen. Stat. § 34-267b(b)(1)

That is a substantive threshold, not a formality. “A majority in interest” is measured by economic interest, not by headcount, and it has to be documented in writing before the certificate can be filed. For a two-member LLC on good terms, this is a five-minute step. For a company where a member died, moved away, stopped answering, or is in a dispute with the others, it is the entire obstacle, and unlike a filing deadline, it does not get easier to satisfy by waiting. If anything, tracking down consent gets harder the longer a company has been dormant.

This is the inverse of the more familiar trap. In a state with a short reinstatement deadline, the risk is running out the clock. In Connecticut, the risk is assuming that because there is no clock, reinstatement is simply an administrative formality whenever someone gets around to it. It isn’t: it is a member vote away, indefinitely.

The practical version of this problem shows up most often in single-member LLCs that pass to an heir, LLCs where a founding member left the business acrimoniously years before dissolution, or LLCs with silent or passive investors nobody has spoken to since the company went dormant. None of those situations resolve themselves by waiting. If anything, locating a majority in interest gets harder every year, members move, die, or become harder to reach, while the statute itself puts no pressure on anyone to act quickly.

Does reinstatement erase the gap

Mostly yes, with one carve-out for people who acted on the dissolution in the meantime:

“The company resumes carrying on its activities and affairs as if dissolution had never occurred;”

Conn. Gen. Stat. § 34-267b(c)(1)

Subsection (c)(2) extends the same fiction to liabilities incurred between dissolution and reinstatement: they are determined as if dissolution never happened. But (c)(3) protects anyone who relied on the dissolution before they had notice the company was reinstated, and the reinstated company is estopped from denying its legal existence for the period its powers were forfeited. In practice: reinstatement restores the company’s own standing cleanly, but it does not retroactively unwind a third party’s reasonable reliance on the company having been dissolved in the interim.

If the company’s name has since been taken, § 34-267b(b)(4) requires it to be changed to an available name at the same time reinstatement is filed; there is no separate reserved-name period described in the sections read for a dissolved LLC’s name. Compared to states that reserve a dissolved company’s name for a fixed period, Connecticut offers no such buffer at all: the name is only as safe as it is unclaimed at the exact moment reinstatement is filed, however many years that turns out to be.

Subsection (c)(4) adds one more piece: any claim against the company that would otherwise have been cut off by the notice-and-claims process in § 34-267d is revived along with the company, and the reinstated LLC is estopped from denying it existed during the period its rights were forfeited. Reinstatement, in other words, does not let the company treat the dissolved years as though they legally never happened for purposes of dodging a creditor’s claim, but only for purposes of resuming its own rights and powers.

What you actually file

• Written consent of a majority in interest of the members, § 34-267b(b)(1)
• Certificate of reinstatement (if a certificate of dissolution was filed), § 34-267b(b)(2)
• Payment of all accrued penalties and forfeitures, plus the $120 fee, § 34-267b(b)(3)(A)
• A current-year annual report, § 34-267b(b)(3)(B)
• Appointment of a registered agent for service of process, § 34-267b(b)(3)(C)

None of this depends on a filing window. It depends on whether the people who can give consent are still reachable and still agree. There is also a narrower protection built into subsection (b)(5): no civil or criminal action or proceeding the company is already a party to at the time of reinstatement is automatically affected by the reinstatement itself, except as a court determines under the circumstances: reinstatement does not by itself reset or dismiss litigation that was already underway against or on behalf of the dissolved company.

For a company where consent is straightforward, the whole process is a short filing plus a fee. For a company where it isn’t, the absence of a deadline is not the relief it looks like: it just means there is no external event that will ever force the question to resolve itself.

What this page does not do

• It does not name the Secretary of the State’s current reinstatement form or confirm any agency-level processing fee beyond the $120 statutory figure. because the Secretary of the State’s own filing pages were not fetched this session; the statute (Conn. Gen. Stat. § 34-243u) is the only fee source used.
• It does not address dissolution ordered by the Superior Court under § 34-267(a)(4) or (5). because § 34-267b(a) expressly excludes that path from this reinstatement section, and this page covers dissolution by forfeiture only.
• It is not legal advice.

Related: what a Connecticut LLC costs to keep on the books, how to dissolve a Connecticut LLC on purpose, and what happens when you stop filing annual reports. Other states in this series: Ohio, Illinois, and New Jersey.

Sources

Every statement of law on this page is quoted from the text below, as read on August 24, 2026. Each row links the document it was read from.

General consumer information, not financial, tax or legal advice. State rules are as published by the cited source on 2026-08-24 and change; your own facts govern, and a reinstatement question with money on it is one to put to a lawyer or accountant in that state.