(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 gas, 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; P.A. 14-134, S. 39.)
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; P.A. 14-134 amended Subsec. (a) by deleting references to telegraph company and electric company, effective June 6, 2014.
Notes of Decisions
Cited in
33
cases (
3 in the last 5 years), 1998–2026 · leading case:
Ryan v. Cerullo, 918 A.2d 867 (Conn. 2007).
Ryan v. Cerullo, 918 A.2d 867 (Conn. 2007).
· cites it 15× “In support of his objection, the plaintiff claimed that the *115 court had jurisdiction over Cerullo & Company under General Statutes § 33-929 (e), which provides that a foreign corporation transacting business in this state without first having obtained a certificate of…”
WorldCare Ltd. Corp. v. World Ins. Co., 767 F. Supp. 2d 341 (D. Conn. 2011).
· cites it 7× “WorldCare, on the other hand, looks to Conn. Gen.Stat. § 33-920 (regarding mandatory designation of the Insurance Commissioner as agent for service of process) to argue that World consented to jurisdiction within Connecticut, thereby rendering any due process analysis…”
Minholz v. Lockheed Martin Corp., 227 F. Supp. 3d 249 (N.D.N.Y. 2016).
· cites it 3× “3d at 633 (quoting Conn. Gen. Stat. § 33-920 ). Based on related statutory provisions, the Circuit concluded “that Connecticut law requires that a foreign corporation authorized to transact *263 business ‘continuously maintain .”
Wagner & Wagner Auto Sales, Inc. v. Tarro, 889 A.2d 875 (Conn. App. Ct. 2006).
· cites it 10× “They argue that the trial court improperly decided that (1) the landlord, an unregistered foreign corporation, was entitled to pursue its lawsuit in this state because it was not “transacting business” within the meaning *378 of General Statutes § 33-920 (a), and (2) the tenants…”
On-Line Tech. v. Perkin Elmer Corp., 141 F. Supp. 2d 246 (D. Conn. 2001).
· cites it 5× “” Conn.Gen.Stat. § 33-920. The Court agrees with Sick AG that it falls within these exceptions.”
Gerber Trade Fin., Inc. v. Davis, Sita & Co., P.A., 128 F. Supp. 2d 86 (D. Conn. 2001).
· cites it 11× “Conn.Gen.Stat. § 33-920. 3 . In support of its arguments, Plaintiff has submitted an affidavit of its executive vice president with several documents attached as exhibits, including the credit facility agreement between Plaintiff and Gourmet, Defendant's auditing procedures, the…”
Matthews v. SBA, Inc., 89 A.3d 938 (Conn. App. Ct. 2014).
· cites it 4× “Under that subsection, a foreign corporation may be sued in Connecticut upon any cause of action arising from the corporation’s transaction of business in Connecticut in violation of § 33-920. Section 33-920 is a provision that specifically requires foreign corporations to…”
Milne v. Catuogno Court Reporting Servs., Inc., 239 F. Supp. 2d 195 (D. Conn. 2002).
· cites it 4× “” Subsection 33-929(f) provides in relevant part: Every foreign corporation shall be subject to suit in this state, by a resident of this state or by a person having a usual place of business in this state, whether or not such foreign corporation is transacting or has transacted…”
Austen v. Catterton Partners v. Lp, 729 F. Supp. 2d 548 (D. Conn. 2010).
· cites it 4× “Under that subsection, a foreign corporation may be sued in Connecticut upon any cause of action arising from the corporation’s transaction of business in Connecticut in violation of § 33-920. Section 33-920 is a provision that specifically requires foreign corporations to…”
Kun Shan Ge Rui Te Tool Co. v. Mayhew Steel Prods., Inc., 821 F. Supp. 2d 498 (D. Conn. 2010).
· cites it 8× “Section 33-929(e) provides that “[e]very foreign corporation which transacts business in [Connecticut] in violation of section 33-920 ... shall be subject to suit in [Connecticut] upon any cause of action arising out of such business.”
Goudis v. Am. Currency Trading Corp., 233 F. Supp. 2d 330 (D. Conn. 2002).
· cites it 6× “Conn. Gen. Stat. § 33-920 (a). Plaintiffs claim that ACT transacted business in Connecticut by negotiating contracts with each plaintiff in the state.”
— Conn. Gen. Stat. § 33-920(a) — 3 cases
Kun Shan Ge Rui Te Tool Co. v. Mayhew Steel Prods., Inc., 821 F. Supp. 2d 498 (D. Conn. 2010).
“Section 33-929(e) provides that “[e]very foreign corporation which transacts business in [Connecticut] in violation of section 33-920 ... shall be subject to suit in [Connecticut] upon any cause of action arising out of such business.”
— Conn. Gen. Stat. § 33-920(b) — 4 cases
Gerber Trade Fin., Inc. v. Davis, Sita & Co., P.A., 128 F. Supp. 2d 86 (D. Conn. 2001).
“Conn.Gen.Stat. § 33-920. 3 . In support of its arguments, Plaintiff has submitted an affidavit of its executive vice president with several documents attached as exhibits, including the credit facility agreement between Plaintiff and Gourmet, Defendant's auditing procedures, the…”
Kun Shan Ge Rui Te Tool Co. v. Mayhew Steel Prods., Inc., 821 F. Supp. 2d 498 (D. Conn. 2010).
“Section 33-929(e) provides that “[e]very foreign corporation which transacts business in [Connecticut] in violation of section 33-920 ... shall be subject to suit in [Connecticut] upon any cause of action arising out of such business.”
— Conn. Gen. Stat. § 33-920(b)(10) — 1 case
Gerber Trade Fin., Inc. v. Davis, Sita & Co., P.A., 128 F. Supp. 2d 86 (D. Conn. 2001).
“Conn.Gen.Stat. § 33-920. 3 . In support of its arguments, Plaintiff has submitted an affidavit of its executive vice president with several documents attached as exhibits, including the credit facility agreement between Plaintiff and Gourmet, Defendant's auditing procedures, the…”
— Conn. Gen. Stat. § 33-920(b)(6) — 1 case
Kun Shan Ge Rui Te Tool Co. v. Mayhew Steel Prods., Inc., 821 F. Supp. 2d 498 (D. Conn. 2010).
“Section 33-929(e) provides that “[e]very foreign corporation which transacts business in [Connecticut] in violation of section 33-920 ... shall be subject to suit in [Connecticut] upon any cause of action arising out of such business.”
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