Commencement of Litigation by Foreign Corporation

A foreign corporation may not transact business in the state until it obtains a certificate of authority from the Secretary of the State. (C.G.S.A. § 33-920) A foreign corporation transacting business in the state without a certificate of authority may not maintain a proceeding in any court in the state until it obtains a certificate of authority. 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 the state. (C.G.S.A. § 33-921)

The prohibition contained in this statute is viewed by Connecticut courts as creating a special defense which may be raised by any defendant sued by a non-compliant foreign corporation; failure to raise this defense, however, may result in its waiver. See Enviro Properties, Corp. v. Armco, Inc., 2001 WL 306874, 29 Conn. L. Rptr. 392 (Conn. Super. 2001).