2009 Connecticut Code
Title 33 Corporations
Chapter 601 Business Corporations
Sec. 33-638. Liability for preincorporation transactions.

      Sec. 33-638. Liability for preincorporation transactions. All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under sections 33-600 to 33-998, inclusive, are jointly and severally liable for all liabilities created while so acting.

      (P.A. 94-186, S. 23, 215.)

      History: P.A. 94-186 effective January 1, 1997.

      Annotations to former section 33-41 which required certificate of organization prior to transacting business:

      After certificate of organization is filed, the burden is on the stockholder desiring to show that organization is defective. 56 C. 87. The directors who sign the certificate are estopped from denying its recitals. 66 C. 9; 82 C. 560. Contract of corporation held voidable before organization. 107 C. 219. Subscriber to stock may be compelled to pay pro rata share of debts properly incurred by incorporators when receiver is appointed before organization. Id., 223. Failure to file certificate of organization within two years deprives corporation of right to become corporation de jure; but as corporation de facto it may bind itself by contracts. 114 C. 688. Cited. 144 C. 569.

      Stockholders not liable for corporate debts where there was failure to file certificate of organization. 19 CS 211.