Sec. 33-645. Purposes.
Sec. 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.