Connecticut General Statutes

Conn. Gen. Stat. § 33-638 (2026)

Liability for preincorporation transactions

✓ current as of May 2026

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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.

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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 4× “See General Statutes § 33-638. 9 This legislative provision presupposes the capacity of individuals to enter into binding agreements on behalf of unformed corporations.”

Mastroianni v. Fairfield Cnty. Paving, LLC, 942 A.2d 418 (Conn. App. Ct. 2008). · cites it 2× “” Therefore, the referee’s finding that D’Attilo and Dilorio were not liable is not legally and logically correct, and the court improperly accepted that legal conclusion.”

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