Sec. 33-1210. Authority to conduct affairs required.
Sec. 33-1210. Authority to conduct affairs required. (a) A foreign corporation,
other than an insurance, surety or indemnity company, may not conduct affairs in this
state until it obtains a certificate of authority from the Secretary of the State. No foreign
corporation conducting the affairs of a state bank and trust company, savings bank
or building and loan association, railroad company, telegraph company, gas, electric,
electric distribution or water company, 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 conduct in this state affairs 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 conduct affairs 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 conducting affairs
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 members or
carrying on other activities concerning internal corporate affairs; (3) maintaining bank
accounts; (4) selling through independent contractors; (5) 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; (6) creating or acquiring
indebtedness, mortgages and security interests in real or personal property; (7) securing
or collecting debts or enforcing mortgages and security interests in property securing
the debts; (8) owning, without more, real or personal property; (9) 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; (10) conducting affairs in interstate commerce.
(c) The list of activities in subsection (b) of this section is not exhaustive.
(P.A. 96-256, S. 139, 209; P.A. 97-246, S. 73, 99; P.A. 98-28, S. 110, 117.)
History: P.A. 96-256 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 conducting affairs in this state until it obtains a certificate
of authority from the Secretary of the State and to make a technical change, effective June 27, 1997; P.A. 98-28 amended
Subsec. (a) by adding electric distribution companies, effective July 1, 1998.