State Codes and Statutes
Statutes > Connecticut > Title33 > Chap601 > Sec33-921Sec. 33-921. Consequences of transacting business without authority. (a) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.
(b) The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.
(c) A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.
(d) A foreign corporation is liable to this state, for the years or parts thereof during which it transacted business in this state without a certificate of authority, in an amount equal to (1) all fees and taxes which would have been imposed by law upon such corporation had it duly applied for and received such certificate of authority to transact business in this state and (2) all interest and penalties imposed by law for failure to pay such fees and taxes. A foreign corporation is further liable to this state, for each month or part thereof during which it transacted business without a certificate of authority, in an amount equal to one hundred sixty-five dollars, except that a foreign corporation which has obtained a certificate of authority not later than ninety days after it has commenced transacting business in this state shall not be liable for such monthly penalty. Such fees and penalties may be levied by the Secretary of the State. The Attorney General shall bring such action as he may deem necessary to recover any amounts due the state under the provisions of this subsection including an action to restrain a foreign corporation against which fees and penalties have been imposed pursuant to this subsection from transacting business in this state until such time as such fees and penalties have been paid.
(e) Notwithstanding subsections (a) and (b) of this section, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state.
(P.A. 94-186, S. 185, 215; P.A. 97-228, S. 1, 7; P.A. 98-137, S. 13, 62; 98-219, S. 33, 34.)
History: P.A. 94-186 effective January 1, 1997; P.A. 97-228 deleted Subsec. (d)(3) re penalty of $2,000 for each year or part thereof during which a foreign corporation transacts business without a certificate of authority, replacing said annual penalty with a penalty of $165 for each month or part thereof that a foreign corporation transacts business without a certificate of authority and rephrasing provision re grace period, effective July 1, 1997; P.A. 98-137 amended Subsec. (d) to revise grace period by providing that a corporation is not liable for the monthly penalty if it has obtained a certificate of authority "not later than ninety days after it has commenced transacting" business in this state rather than not being liable "for the first three months or part thereof during which it transacted business without such certificate", effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section.
Annotations to former section 33-140:
Cited. 124 C. 599. Cited. 135 C. 530.
Annotations to former section 33-412:
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 section 33-396 and was not subject to the provision of this section requiring a certificate of authority as a prerequisite to the right to maintain an action here. Id., 486. Cited. 176 C. 185. Cited. 179 C. 246. Cited. 182 C. 526.
Cited. 1 CA 99.
Subsec. (a):
Cited. 2 CA 81. Cited. 7 CA 555. Cited. 30 CA 580.
Claim of illegality of plaintiff corporation's suit under this section not apparent on face of pleadings. Plea in abatement does not lie; must be specially pleaded in answer. 26 CS 434. Cited. 32 CS 279.
Subsec. (b):
Assignee's status as a Connecticut corporation did not exempt it from requirement that the foreign corporation obtain a certificate of authority before assignee may pursue the assigned cause of action. 107 CA 574.
Subsec. (c):
Trial court erred in denying motion by defendant to stay proceeding by in-state assignee until foreign corporation complied with certification requirement. 107 CA 574.
