Title 33 — Title 33: Corporations

22 chapters · 690 sections in this title.

278 sectionsFiltered byTitle 33 Ch 601

Conn. Gen. Stat. § 33-777 Insurance.
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Sec. 33-777. Insurance. A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation's request as a director, officer, partner, trust…
Conn. Gen. Stat. § 33-778 Variation by corporate action.
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Sec. 33-778. Variation by corporate action. (a) A corporation may, by a provision in its certificate of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omission giving ri…
Conn. Gen. Stat. § 33-779 Exclusivity of provisions.
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Sec. 33-779. Exclusivity of provisions. A corporation may provide indemnification of or advance expenses to a director, officer, employee or agent only as permitted by sections 33-770 to 33-778, inclusive. (P.A. 97-246, S. 21, 99.) History: P.A. 97-246 effective June 27, 1997.
Conn. Gen. Stat. § 33-780 33-780
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Sec. 33-780. Reserved for future use. (F) DIRECTORS' CONFLICTING INTEREST TRANSACTIONS
Conn. Gen. Stat. § 33-781 Definitions.
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Sec. 33-781. Definitions. As used in sections 33-781 to 33-784, inclusive: (1) “Director's conflicting interest transaction” means a transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation, (A) to which, at the relevant ti…
Conn. Gen. Stat. § 33-782 Judicial action.
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Sec. 33-782. Judicial action. (a) A transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation, may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corp…
Conn. Gen. Stat. § 33-783 Directors' action.
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Sec. 33-783. Directors' action. (a) Directors' action respecting a director's conflicting interest transaction is effective for purposes of subdivision (1) of subsection (b) of section 33-782 if the transaction has been authorized by the affirmative vote of a majority, but no few…
Conn. Gen. Stat. § 33-784 Shareholders' action.
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Sec. 33-784. Shareholders' action. (a) Shareholders' action respecting a director's conflicting interest transaction is effective for purposes of subdivision (2) of subsection (b) of section 33-782 if a majority of the votes cast by the holders of all qualified shares are in favo…
Conn. Gen. Stat. § 33-785 Taking advantage of a business opportunity.
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Sec. 33-785. Taking advantage of a business opportunity. (a) If a director or officer pursues or takes advantage of a business opportunity directly, or indirectly through or on behalf of another person, that action may not be the subject of equitable relief, or give rise to an aw…
Conn. Gen. Stat. §§ 33-786 to 33-794 33-786 to 33-794
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Secs. 33-786 to 33-794. Reserved for future use. PART IX AMENDMENT OF CERTIFICATE OF INCORPORATIONAND BYLAWS (A) AMENDMENT OF CERTIFICATE OF INCORPORATION
Conn. Gen. Stat. § 33-795 Authority to amend.
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Sec. 33-795. Authority to amend. (a) A corporation may amend its certificate of incorporation at any time to add or change a provision that is required or permitted in the certificate of incorporation as of the effective date of the amendment or to delete a provision that is not …
Conn. Gen. Stat. § 33-796 Amendment by board of directors.
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Sec. 33-796. Amendment by board of directors. Unless the certificate of incorporation provides otherwise, a corporation's board of directors may adopt amendments to the corporation's certificate of incorporation without shareholder approval: (1) To extend the duration of the corp…
Conn. Gen. Stat. § 33-797 Amendment by board of directors and shareholders.
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Sec. 33-797. Amendment by board of directors and shareholders. (a) If a corporation has issued shares, an amendment to the certificate of incorporation shall be adopted as provided in this section. A proposed amendment must be adopted by the board of directors. (b) Except as prov…
Conn. Gen. Stat. § 33-798 Voting on amendments by voting groups.
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Sec. 33-798. Voting on amendments by voting groups. (a) If a corporation has more than one class of shares outstanding, the holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by sections 33-600…
Conn. Gen. Stat. § 33-799 Amendment before issuance of shares.
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Sec. 33-799. Amendment before issuance of shares. If a corporation has not yet issued shares, its board of directors, or the incorporators if it has no board of directors, may adopt one or more amendments to the corporation's certificate of incorporation. (P.A. 94-186, S. 124, 21…
Conn. Gen. Stat. § 33-800 Certificate of amendment.
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Sec. 33-800. Certificate of amendment. After an amendment to the certificate of incorporation has been adopted and approved in the manner required by sections 33-600 to 33-998, inclusive, and by the certificate of incorporation, the corporation shall deliver to the Secretary of t…
Conn. Gen. Stat. § 33-801 Restated certificate of incorporation.
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Sec. 33-801. Restated certificate of incorporation. (a) A corporation's board of directors may restate its certificate of incorporation at any time, with or without shareholder approval, to consolidate all amendments to the certificate of incorporation into a single document. (b)…
Conn. Gen. Stat. § 33-802 Amendment pursuant to reorganization.
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Sec. 33-802. Amendment pursuant to reorganization. (a) A corporation's certificate of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under a law of…
Conn. Gen. Stat. § 33-803 Effect of amendment.
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Sec. 33-803. Effect of amendment. An amendment to the certificate of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party or the existing rights of persons other than shareholders of the …
Conn. Gen. Stat. §§ 33-804 and 33-805 33-804 and 33-805
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Secs. 33-804 and 33-805. Reserved for future use. (B) AMENDMENT OF BYLAWS
Conn. Gen. Stat. § 33-806 Amendment by shareholders or board of directors.
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Sec. 33-806. Amendment by shareholders or board of directors. (a) A corporation's shareholders may amend or repeal the corporation's bylaws. (b) A corporation's board of directors may amend or repeal the corporation's bylaws unless: (1) The certificate of incorporation, section 3…
Conn. Gen. Stat. § 33-807 Bylaw increasing quorum or voting requirement for shareholders.
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Sec. 33-807. Bylaw increasing quorum or voting requirement for shareholders. (a) If authorized by the certificate of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders or voting groups of shareholders than…
Conn. Gen. Stat. § 33-808 Bylaw increasing quorum or voting requirement for directors.
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Sec. 33-808. Bylaw increasing quorum or voting requirement for directors. (a) A bylaw that fixes a greater quorum or voting requirement for the board of directors or that requires a meeting of shareholders to be held at a place may be amended or repealed: (1) If originally adopte…
Conn. Gen. Stat. § 33-809 Bylaw provisions relating to the election of directors.
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Sec. 33-809. Bylaw provisions relating to the election of directors. (a) Unless the certificate of incorporation specifically prohibits the adoption of a bylaw pursuant to this section, alters the vote specified in subsection (a) of section 33-712 or provides for cumulative votin…
Conn. Gen. Stat. §§ 33-810 to 33-813 33-810 to 33-813
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Secs. 33-810 to 33-813. Reserved for future use. PART X MERGER AND SHARE EXCHANGE
Conn. Gen. Stat. § 33-814 Definitions.
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Sec. 33-814. Definitions. As used in this section and sections 33-815 to 33-821a, inclusive: (1) “Acquired corporation” means the domestic or foreign corporation that will have all of one or more classes or series of its shares acquired in a share exchange. (2) “Acquiring corpora…
Conn. Gen. Stat. § 33-815 Merger.
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Sec. 33-815. Merger. (a) One or more domestic corporations may, in accordance with the provisions of this section, merge with one or more domestic or foreign corporations pursuant to a plan of merger. (b) A foreign corporation may be a party to a merger, or may be created by the …
Conn. Gen. Stat. § 33-816 Share exchange.
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Sec. 33-816. Share exchange. (a) Through a share exchange: (1) A domestic corporation may acquire all of the shares of one or more classes or series of shares of another domestic corporation or of a foreign corporation, in exchange for shares or other securities, interests, oblig…
Conn. Gen. Stat. § 33-817 Action on plan of merger or share exchange.
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Sec. 33-817. Action on plan of merger or share exchange. In the case of a domestic corporation that is a party to a merger or the acquired corporation in a share exchange, the plan of merger or share exchange shall be adopted in the following manner: (1) The plan of merger or sha…
Conn. Gen. Stat. § 33-818 Merger of subsidiary.
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Sec. 33-818. Merger of subsidiary. (a) A domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry at least ninety per cent of the voting power of each class and series of the outstanding shares of the subsidiary that have voting powe…
Conn. Gen. Stat. § 33-819 Certificate of merger or share exchange.
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Sec. 33-819. Certificate of merger or share exchange. (a) After a plan of merger or share exchange has been adopted and approved as required by sections 33-600 to 33-998, inclusive, a certificate of merger or share exchange shall be signed on behalf of each party to the merger or…
Conn. Gen. Stat. § 33-820 Effect of merger or share exchange.
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Sec. 33-820. Effect of merger or share exchange. (a) When a merger becomes effective: (1) The corporation that is designated in the certificate of merger as the survivor continues or comes into existence, as the case may be; (2) The separate existence of every corporation that is…
Conn. Gen. Stat. § 33-821 Merger or share exchange with foreign corporation.
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Sec. 33-821. Merger or share exchange with foreign corporation. Section 33-821 is repealed, effective July 1, 2003. (P.A. 94-186, S. 138, 215; P.A. 97-246, S. 24, 99; P.A. 03-18, S. 76.)
Conn. Gen. Stat. § 33-821a Abandoned merger or share exchange.
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Sec. 33-821a. Abandoned merger or share exchange. (a) Unless otherwise provided in a plan of merger or share exchange or in the law of the state or country under which a foreign corporation or a domestic or foreign other entity that is a party to a merger or a share exchange is o…
Conn. Gen. Stat. §§ 33-822 to 33-829 33-822 to 33-829
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Secs. 33-822 to 33-829. Reserved for future use. PART XI SALE OF ASSETS
Conn. Gen. Stat. § 33-830 Sale or other disposition of assets in regular course of business. Mortgage or other encumbrance, transfer or distribution of assets.
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Sec. 33-830. Sale or other disposition of assets in regular course of business. Mortgage or other encumbrance, transfer or distribution of assets. No approval of the shareholders of a corporation is required, unless the certificate of incorporation otherwise provides: (1) To sell…
Conn. Gen. Stat. § 33-831 Sale or other disposition of assets leaving no significant continuing business activity.
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Sec. 33-831. Sale or other disposition of assets leaving no significant continuing business activity. (a) A sale, lease, exchange or other disposition of assets, other than a disposition described in section 33-830, requires approval of the corporation's shareholders if any such …
Conn. Gen. Stat. §§ 33-832 to 33-839 33-832 to 33-839
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Secs. 33-832 to 33-839. Reserved for future use. PART XII BUSINESS COMBINATIONS
Conn. Gen. Stat. § 33-840 Business combinations. Definitions.
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Sec. 33-840. Business combinations. Definitions. The terms used in sections 33-840 to 33-842, inclusive, shall be defined as follows: (1) “Affiliate”, including the term “affiliated person”, means a person that directly or indirectly through one or more intermediaries, controls, …
Conn. Gen. Stat. § 33-841 Approval of business combination.
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Sec. 33-841. Approval of business combination. In addition to any vote otherwise required by law or the certificate of incorporation of a corporation, a business combination shall first be approved by the board of directors and then be approved by the affirmative vote of at least…
Conn. Gen. Stat. § 33-842 Exceptions.
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Sec. 33-842. Exceptions. (a) For purposes of subsection (b) of this section: (1) “Announcement date” means the first general public announcement of the proposal or intention to make a proposal of the business combination or its first communication generally to shareholders of the…
Conn. Gen. Stat. § 33-843 Business combinations. Definitions.
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Sec. 33-843. Business combinations. Definitions. For the purposes of sections 33-843 to 33-845, inclusive: (1) “Affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified p…
Conn. Gen. Stat. § 33-844 Business combination with interested shareholder prohibited for five years unless approved by board of directors.
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Sec. 33-844. Business combination with interested shareholder prohibited for five years unless approved by board of directors. (a) Except as provided in section 33-845, notwithstanding anything to the contrary in sections 33-840 to 33-845, inclusive, no resident domestic corporat…
Conn. Gen. Stat. § 33-845 Excepted business combinations.
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Sec. 33-845. Excepted business combinations. The provisions of section 33-844 shall not apply: (1) To any business combination between an interested shareholder or any affiliate or associate of such interested shareholder and a resident domestic corporation which does not have a …
Conn. Gen. Stat. §§ 33-846 to 33-854 33-846 to 33-854
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Secs. 33-846 to 33-854. Reserved for future use. PART XIII APPRAISAL RIGHTS (A) RIGHT TO APPRAISAL AND PAYMENT FOR SHARES
Conn. Gen. Stat. § 33-855 Definitions.
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Sec. 33-855. Definitions. As used in this section and sections 33-856 to 33-872, inclusive: (1) “Affiliate” means a person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with another person or is a senior execu…
Conn. Gen. Stat. § 33-856 Right to appraisal.
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Sec. 33-856. Right to appraisal. (a) A shareholder is entitled to appraisal rights, and to obtain payment of the fair value of that shareholder's shares, in the event of any of the following corporate actions: (1) Consummation of a merger to which the corporation is a party (A) i…
Conn. Gen. Stat. § 33-857 Assertion of rights by nominees and beneficial owners.
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Sec. 33-857. Assertion of rights by nominees and beneficial owners. (a) A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder's name but owned by a beneficial shareholder only if the record shareholder objects with r…
Conn. Gen. Stat. §§ 33-858 and 33-859 33-858 and 33-859
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Secs. 33-858 and 33-859. Reserved for future use. (B) PROCEDURE FOR EXERCISE OF APPRAISAL RIGHTS
Conn. Gen. Stat. § 33-860 Notice of appraisal rights.
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Sec. 33-860. Notice of appraisal rights. (a) Where any corporate action specified in subsection (a) of section 33-856 is to be submitted to a vote at a shareholders' meeting, the meeting notice, or where no approval of such action is required pursuant to subdivision (10) of secti…