State Codes and Statutes
Statutes > Connecticut > Title33 > Chap601 > Sec33-645Sec. 33-645. Purposes. (a) Every corporation incorporated under sections 33-600 to 33-998, inclusive, has the purpose of engaging in any lawful business except that of a bank and trust company, savings bank or savings and loan association, unless a more limited purpose is set forth in the certificate of incorporation.
(b) No corporation formed under sections 33-600 to 33-998, inclusive, shall have power to transact in this state the business of a telegraph company, gas, electric, electric distribution or water company, or cemetery corporation, or of any company, except a telephone company, requiring the right to take and condemn lands or to occupy the public highways of this state.
(c) No corporation may be formed under sections 33-600 to 33-998, inclusive, for the purpose of transacting the business of an insurance company or a surety or indemnity company, unless at the time of the filing of its certificate of incorporation, there is also filed a certificate issued by the Insurance Commissioner pursuant to section 33-646 authorizing the formation of the corporation. No corporation formed under sections 33-600 to 33-998, inclusive, shall have power to transact in this state the business of an insurance company or a surety or indemnity company until it has procured a license from the Insurance Commissioner in accordance with the provisions of section 38a-41.
(d) Nothing in sections 33-600 to 33-998, inclusive, shall be construed to authorize a corporation formed under said sections to transact any business except in compliance with any laws of this state regulating or otherwise applying to the same. The provisions of said sections shall govern all corporations, but notwithstanding the provisions of said sections, where by law special provisions are made in the case of a designated class or classes of corporations governing the corporate procedure thereof in any respect, limiting or extending the powers thereof, conditioning action upon the approval of any agency of the state, or otherwise prescribing the conduct of such corporations, such procedure, powers, action and conduct shall be governed by such special provisions whether or not such corporations are formed under said sections.
(e) Nothing in this section shall prohibit the formation of a corporation under sections 33-600 to 33-998, inclusive, for the transaction of any business or for the promotion of any purpose in any other state if not prohibited by the laws thereof.
(P.A. 94-186, S. 27, 215; P.A. 96-106, S. 4, 5; 96-271, S. 21, 22, 254; P.A. 98-28, S. 107, 117.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-106 amended Subsec. (c) to delete the exception for affiliates of previously-chartered insurance companies, effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of incorporation where appearing and amended Subsec. (a) to replace "state bank and trust company" with "bank and trust company" and replace "building and loan association" with "savings and loan association", effective January 1, 1997; P.A. 98-28 amended Subsec. (b) by adding electric distribution companies, effective July 1, 1998.
Annotations to former section 33-32:
Liability of stockholders in illegally organized corporation. 47 C. 448; 89 C. 633. De facto corporations. 66 C. 17; 72 C. 65; 81 C. 466. Right of state to forbid or condition holding of stock by alien. 70 C. 590; 185 U.S. 364. Prohibition as to trust company includes one organized to act as administrator on estates. 74 C. 628; 92 C. 655. Selling of intoxicating liquors as a lawful business. 80 C. 145.
A bequest to create a corporation is proper; the testator intends that the property remain in the hands of the trustees but a reasonable time. 6 CS 399.
Annotation to present section:
Under former Sec. 16-286(b), domestic corporation not transacting business as electric light company where sale of electricity does not require use of public highways or condemnation of land. 243 C. 635.
