2009 Connecticut Code
Title 33 Corporations
Chapter 601 Business Corporations
Sec. 33-920. Authority to transact business required.

      Sec. 33-920. Authority to transact business required. (a) A foreign corporation, other than an insurance, surety or indemnity company, may not transact business in this state until it obtains a certificate of authority from the Secretary of the State. No foreign corporation engaged in the business of a telegraph company, gas, electric, electric distribution or water company, or cemetery corporation, or of any company requiring the right to take and condemn lands or to occupy the public highways of this state, and no foreign telephone company, shall transact in this state the business authorized by its certificate of incorporation or by the laws of the state under which it was organized, unless empowered so to do by some general or special act of this state, except for the purpose of carrying out and renewing contracts existing upon August 1, 1903. No insurance, surety or indemnity company shall transact business in this state until it has procured a license from the Insurance Commissioner in accordance with the provisions of section 38a-41.

      (b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a) of this section: (1) Maintaining, defending or settling any proceeding; (2) holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs; (3) maintaining bank accounts; (4) maintaining offices or agencies for the transfer, exchange and registration of the corporation's own securities or maintaining trustees or depositaries with respect to those securities; (5) selling through independent contractors; (6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts; (7) creating or acquiring indebtedness, mortgages and security interests in real or personal property; (8) securing or collecting debts or enforcing mortgages and security interests in property securing the debts; (9) owning, without more, real or personal property; (10) conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature; (11) transacting business in interstate commerce.

      (c) The list of activities in subsection (b) of this section is not exhaustive.

      (P.A. 94-186, S. 184, 215; P.A. 97-246, S. 29, 99; P.A. 98-28, S. 108, 117.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 97-246 amended Subsec. (a) to exempt an insurance, surety or indemnity company from the prohibition on a foreign corporation transacting business in this state until it obtains a certificate of authority from the Secretary of the State, effective June 27, 1997; P.A. 98-28 amended Subsec. (a) by adding electric distribution companies, effective July 1, 1998.

      Annotations to former sections 33-137, 33-140:

      See note to section 33-401. Solicitation of orders within this state, subject to acceptance in another state, does not constitute transacting business within this state. 119 C. 612; 124 C. 597. Cited. 135 C. 530.

      What constitutes transacting business in this state. 3 CS 237; 9 CS 175; Id., 520; 15 CS 213; 18 CS 390. Cited. 3 CS 413. See note to section 33-400.

      Annotations to former section 33-395:

      Cited. 190 C. 245. Cited. 234 C. 281. Cited. 236 C. 78.

      Cited. 10 CA 201.

      Cited. 24 CS 295. Cited. 26 CS 434. Cited. 42 CS 25.

      Cited. 3 Conn. Cir. Ct. 401.

      Annotations to former section 33-396:

      Although certain activities may not constitute doing business in this state in determining whether a foreign corporation requires a certificate to transact business in this state, such activities may suffice to subject a foreign corporation to service of process. 152 C. 485. Whether or not a foreign corporation is transacting business in this state under this section must be determined on the complete factual picture presented in each case. Id. Where foreign corporation, which did not maintain salesmen, an office, a bank account, a telephone or a post-office box in Connecticut, purchased brick from Connecticut corporation under contract made in New York and all orders were made by telephone from New York and all deliveries were made in New York, except two small deliveries made in Connecticut as the result of sales negotiated in New York, said foreign corporation was not transacting business in Connecticut within the meaning of this section and was not subject to the provision of section 33-412 requiring a certificate of authority as a prerequisite to the right to maintain an action here. Id., 486. Cited. 160 C. 53. Cited. 182 C. 526. Cited. 184 C. 471. Cited. 190 C. 245. Cited. 234 C. 281. Cited. 236 C. 78.

      Cited. 1 CA 99. Cited. 2 CA 81. Cited. 7 CA 551. Cited. 10 CA 201. Cited. 30 CA 580.

      Cited. 24 CS 295. Cited. 26 CS 434. Cited. 29 CS 123. Belated registration does not remove corporate liability for fees, taxes and penalties. 32 CS 279. Cited. 42 CS 25.

      Cited. 3 Conn. Cir. Ct. 401.

      Annotations to former section 33-397:

      Cited. 182 C. 526. Cited. 184 C. 471. Cited. 190 C. 245. Cited. 234 C. 281.

      Cited. 42 CS 25.

      Subsec. (a):

      Corporation leasing equipment is exempt from filing with secretary of the state as transacting business. 29 CS 130.

      Subsec. (b):

      Although certain activities may not constitute doing business in this state in determining whether a foreign corporation requires a certificate to transact business in this state, such activities may suffice to subject a foreign corporation to service of process. 152 C. 485. Subdiv. (5): Procuring orders by mail, requiring acceptance outside state before becoming binding, does not constitute transacting business for interstate commerce under section 33-396 or 33-397(b)(8). 160 C. 53. Subdiv. (8): Cited. Id.

      Although foreign corporation shall not be considered to be transacting business in this state solely because it carries on in this state one or more of the enumerated activities, this does not exclude a finding that such corporation transacts business in this state if its other activities lead to that conclusion. 24 CS 296. Subdiv. (5): Although copies of contract attached to complaint showed requirement of out-of-state acceptance, complaint need not contain all facts and circumstances bearing on its allegation of transacting business within state (Sec. 52-59b (9) (1)), so motion to erase should have been denied; plea in abatement would allow proper formulation of issue. 33 CS 628. Cited. 42 CS 25.