2009 Connecticut Code
Title 33 Corporations
Chapter 601 Business Corporations
Sec. 33-637. Incorporation.

      Sec. 33-637. Incorporation. (a) The corporate existence begins when the certificate of incorporation is filed.

      (b) The Secretary of the State's filing of the certificate of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.

      (P.A. 94-186, S. 22, 215; P.A. 96-271, S. 17, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation where appearing and amended Subsec. (a) to delete exception when a delayed effective date is specified, effective January 1, 1997.

      Annotations to former section 33-35:

      Right of corporation to recover secret profit retained by promoter. 64 C. 128. Corporation is in existence for some purposes before it can commence business. 66 C. 23; 107 C. 219. Recovery for fraudulent representations to promoters and directors before organization. 71 C. 1. Services rendered in organizing corporation are good consideration for note made by it. 73 C. 626. A contract made before certificate of organization is filed may be enforceable against corporation. 88 C. 233; 99 C. 675. Corporate existence for some purposes begins when certificate of incorporation is approved. Id. Purpose and effect of filing certificates in town clerk's office. 96 C. 468. Business contemplated by charter may not be transacted before final organization; ratification, after final organization, of contracts made prior thereto. 107 C. 219. Stock subscription made after filing of certificate of incorporation is irrevocable if organization is completed and stock certificates furnished. Id., 222. Corporation becomes a de facto corporation when its certificate of incorporation is approved. 114 C. 687.

      Annotations to former section 33-289:

      Subsec. (a):

      Subdiv. (1) cited. 185 C. 320. Subdiv. (2) cited. Id.