(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, gas, 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; P.A. 14-134, S. 41.)

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; P.A. 14-134 amended Subsec. (a) by deleting references to telegraph company and electric company, effective June 6, 2014.