§ 33-929 — Service of process on foreign corporation.

Connecticut § 33-929

• Jurisdiction: Connecticut
• Title 33: Corporations
• Ch. 601: Business Corporations

Text

(a) The registered agent of a foreign corporation authorized to transact business in this state is the corporation's agent for service of process, notice or demand required or permitted by law to be served on the foreign corporation. When the registered agent is other than the Secretary of the State and his successors in office, service may be effected by any proper officer or other person lawfully empowered to make service by leaving a true and attested copy of the process, notice or demand with such agent or, in the case of an agent who is a natural person, by leaving it at such agent's usual place of abode in this state. (b) A foreign corporation may be served by any proper officer or other person lawfully empowered to make service by registered or certified mail, return receipt requested, addressed to the secretary of the foreign corporation at its principal office shown in its application for a certificate of authority or in its most recent annual report if the foreign corporation: (1) Has no registered agent or its registered agent cannot with reasonable diligence be served; (2) has withdrawn from transacting business in this state under section 33-932 ; or (3) has had its certificate of authority revoked under section 33-936 . (c) When the Secretary of the State and his successors in office have been appointed a foreign corporation's registered agent, a foreign corporation may be served by any proper officer or other person lawfully empowered to make service by leaving two true and attested copies thereof together with the required fee at the office of the Secretary of the State or depositing the same in the United States mail, by registered or certified mail, postage prepaid, addressed to said office. The Secretary of the State shall file one copy of such process and keep a record of the date and hour of such receipt. He shall, within two business days after such service, forward by registered or certified mail the copy of such process to the corporation at the address of its principal office as last shown on his records. (d) Service is effective under subsection (b) of this section at the earliest of: (1) The date the foreign corporation receives the mail; (2) the date shown on the return receipt, if signed on behalf of the foreign corporation; and (3) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postage prepaid and correctly addressed. In the case of service on the Secretary of the State, service so made shall be effective as of the date and hour received by the Secretary of the State as shown on his records. (e) Every foreign corporation which transacts business in this state in violation of section 33-920 shall be subject to suit in this state upon any cause of action arising out of such business. (f) Every foreign corporation shall be subject to suit in this state, by a resident of this state or by a person having a usual place of business in this state, whether or not such foreign corporation is transacting or has transacted business in this state and whether or not it is engaged exclusively in interstate or foreign commerce, on any cause of action arising as follows: (1) Out of any contract made in this state or to be performed in this state; (2) out of any business solicited in this state by mail or otherwise if the corporation has repeatedly so solicited business, whether the orders or offers relating thereto were accepted within or without the state; (3) out of the production, manufacture or distribution of goods by such corporation with the reasonable expectation that such goods are to be used or consumed in this state and are so used or consumed, regardless of how or where the goods were produced, manufactured, marketed or sold or whether or not through the medium of independent contractors or dealers; or (4) out of tortious conduct in this state, whether arising out of repeated activity or single acts, and whether arising out of misfeasance or nonfeasance. (g) In any action brought under subsection (e) or (f) of this section, or in any foreclosure or other action involving real property located in this state in which a foreign corporation, although not transacting business in this state, owns or claims to own an interest, service of process on such corporation may be made as provided in subsection (b) of this section, except that the service shall be addressed to the corporation at its principal office or, if it has no such office or the address of such office is not known, to such corporation's last office as shown in the official registry of the state or country of its incorporation, which address shall be set forth in the writ or other process. (h) This section does not prescribe the only means, or necessarily the required means, of serving a foreign corporation. See Sec. 1-2a re construction of references to “United States mail”, “postmark” or “registered or certified mail”.

Legislative History

(P.A. 94-186, S. 193, 215; P.A. 96-271, S. 140, 141, 254; P.A. 97-246, S. 36, 99; June Sp. Sess. P.A. 98-1, S. 23, 121.) History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to add provision authorizing service to be effected by leaving a copy with the agent or, in the case of an agent who is a natural person, at the agent's usual place of abode and amended Subsec. (c) to make technical changes, effective January 1, 1997; P.A. 97-246 amended Subsec. (a) to provide that the manner of service specified is applicable when the registered agent is other than the Secretary of the State and his successors in office and authorize service by any proper officer or other person lawfully empowered to make service, amended Subsec. (b) to authorize service by any proper officer or other person lawfully empowered to make service, designated as Subsec. (c) provisions formerly part of Subsec. (b) re manner of service when the Secretary of the State has been appointed registered agent and amended said Subsec. to delete provision that limited applicability to service of foreign corporations authorized to transact business in this state, replace “executive offices” with “principal office” and make technical changes, redesignated former Subsec. (c) as Subsec. (d) and amended said Subsec. to make provision re effective date and time of service on the Secretary of the State a separate sentence rather than Subdiv. (4) and make technical changes, redesignated former Subsecs. (d) and (e) as Subsecs. (e) and (f), respectively, added new Subsec. (g) re the manner of service in an action under Subsec. (e) or (f) or in certain actions involving real property and redesignated former Subsec. (f) as Subsec. (h), effective June 27, 1997; June Sp. Sess. P.A. 98-1 made a technical change in Subsec. (c), effective June 24, 1998. Subsec. (f): Subdiv. (1): “To be performed” refers to the performance that the parties to the contract contemplated in the contract, without regard to whether such performance has actually been performed. 329 C. 249. Allegation of negligent misrepresentation qualifies as tortious conduct under Subdiv. (4), but plaintiff failed to present facts sufficient to establish trial court's jurisdiction. 54 CA 506. Foreign corporation may be subject to suit in this state on a cause of action arising out of business solicited in this state or out of tortious conduct in this state; third party complaint against foreign corporation that contained only one conclusory allegation of jurisdictional fact properly dismissed for lack of personal jurisdiction because it failed to satisfy burden of establishing that court had personal jurisdiction over foreign corporation. 70 CA 309. When a foreign corporation is authorized to conduct business in this state and appoints a registered agent under Sec. 33-926, it has consented to the exercise of jurisdiction over it by the courts of the state, and nothing in Subsec. limits a court's exercise of personal jurisdiction. 113 CA 845. To empower plaintiff to sue a foreign corporation under the usual place of business prong, this state need not be plaintiff's primary or sole place of business but it must, at the very least, be customary or expected that plaintiff conducts business here; the general long arm jurisdiction provisions of Sec. 52-59b, rather than the corporation specific provisions of Subsec., apply to foreign limited liability companies. 149 CA 513. Because Rhode Island town is not a foreign corporation within the meaning of our general statutes, Subsec. does not confer personal jurisdiction over the town. 192 CA 759. Corporate defendant's motion to dismiss for lack of personal jurisdiction denied where trial court concluded that defendant provided plaintiffs with employment packets that specified the terms and conditions of employment and defendant had a continuing obligation to ensure that plaintiffs were paid in full compliance with state's minimum wage law. 49 CS 441.