Connecticut General Statutes

Conn. Gen. Stat. § 33-637 (2026)

Incorporation

✓ current as of May 2026

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(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.

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Notes of Decisions

Cited in 2 cases, 2007–2008 · leading case: BRJM, LLC v. Output Sys., Inc., 917 A.2d 605 (Conn. App. Ct. 2007).

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BRJM, LLC v. Output Sys., Inc., 917 A.2d 605 (Conn. App. Ct. 2007). · cites it 2× “9 General Statutes § 33-638 provides in relevant part that “[a]ll persons purporting to act as or on behalf of a corporation, knowing there was no incorporation .”

Mastroianni v. Fairfield Cnty. Paving, LLC, 942 A.2d 418 (Conn. App. Ct. 2008). · cites it 2× “6 Pursuant to General Statutes § 33-637, a corporation is legally formed when the certificate of incorporation is filed with the secretary of the state.”

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