Connecticut § 33-642 - Certificate of incorporation or bylaws may require that internal corporate claims be brought in specified courts.
Full text of Connecticut Connecticut General Statutes § 33-642 — Certificate of incorporation or bylaws may require that internal corporate claims be brought in specified courts., with citation guidance and answers to common questions.
§ 33-642. Certificate of incorporation or bylaws may require that internal corporate claims be brought in specified courts.
Sec. 33-642. Certificate of incorporation or bylaws may require that internal corporate claims be brought in specified courts. (a) The certificate of incorporation or the bylaws of a corporation may require that any or all internal corporate claims be brought exclusively in any specified court or courts of this state and, if so specified, in any additional courts in this state or in any other jurisdictions with which the corporation has a reasonable relationship.
(b) A provision of the certificate of incorporation or the bylaws adopted under subsection (a) of this section shall not have the effect of conferring jurisdiction on any court or over any person or claim, and shall not apply if none of the courts specified by such provision have the requisite personal and subject matter jurisdiction. If the court or courts of this state specified in a provision adopted under subsection (a) of this section do not have the requisite personal and subject matter jurisdiction and another court of this state does have such jurisdiction, then the internal corporate claim may be brought in such other court of this state, notwithstanding that such other court of this state is not specified in such provision, and in any other court specified in such provision that has the requisite jurisdiction.
(c) No provision of the certificate of incorporation or the bylaws may prohibit bringing an internal corporate claim in the courts of this state or require such claims to be determined by arbitration.
(d) As used in this section, “internal corporate claim” means, (1) any claim that is based upon a violation of a duty under the laws of this state by a current or former director, officer or shareholder in such capacity, (2) any derivative action or proceeding brought on behalf of the corporation, (3) any action asserting a claim arising pursuant to any provision of sections 33-600 to 33-998, inclusive, or the certificate of incorporation or bylaws, or (4) any action asserting a claim governed by the internal affairs doctrine that is not included in subdivisions (1) to (3), inclusive, of this subsection.
(P.A. 17-108, S. 20.)
Secs. 33-643 and 33-644. Reserved for future use.
PART III
PURPOSES AND POWERS
Source: official Connecticut text · Last verified 2026-08-27
Frequently Asked Questions About Connecticut § 33-642
What does Connecticut General Statutes § 33-642 cover?
Section 33-642 ("Certificate of incorporation or bylaws may require that internal corporate claims be brought in specified courts.") is part of the Connecticut General Statutes, the codified statutory law of Connecticut. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Connecticut § 33-642?
A common citation format is "Connecticut General Statutes § 33-642" (Connecticut). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Connecticut law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Connecticut official source linked on this page or consult a licensed Connecticut attorney.
How does Connecticut § 33-642 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Connecticut can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Connecticut.