Title 33 — Title 33: Corporations

22 chapters · 690 sections in this title.

278 sectionsFiltered byTitle 33 Ch 601

Conn. Gen. Stat. § 33-861 Notice of intent to demand payment. Consequences of voting or consenting.
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Sec. 33-861. Notice of intent to demand payment. Consequences of voting or consenting. (a) If a corporate action specified in subsection (a) of section 33-856 is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert appraisal rights with respect to an…
Conn. Gen. Stat. § 33-862 Appraisal notice and form.
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Sec. 33-862. Appraisal notice and form. (a) If a corporate action requiring appraisal rights under subsection (a) of section 33-856 becomes effective, the corporation shall deliver a written appraisal notice and the form required by subsection (b) of this section to all sharehold…
Conn. Gen. Stat. § 33-863 Perfection of rights. Right to withdraw.
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Sec. 33-863. Perfection of rights. Right to withdraw. (a) A shareholder who receives notice pursuant to section 33-862 and who wishes to exercise appraisal rights must sign and return the form sent by the corporation and, in the case of certificated shares, deposit the shareholde…
Conn. Gen. Stat. § 33-864 Share restrictions.
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Sec. 33-864. Share restrictions. Section 33-864 is repealed, effective October 1, 2001. (P.A. 94-186, S. 154, 215; P.A. 01-199, S. 47.)
Conn. Gen. Stat. § 33-865 Payment.
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Sec. 33-865. Payment. (a) Except as provided in section 33-867, within thirty days after the form required by subparagraph (B) of subdivision (2) of subsection (b) of section 33-862 is due, the corporation shall pay in cash to those shareholders who complied with subsection (a) o…
Conn. Gen. Stat. § 33-866 Failure to take action.
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Sec. 33-866. Failure to take action. Section 33-866 is repealed, effective October 1, 2001. (P.A. 94-186, S. 156, 215; P.A. 01-199, S. 47.)
Conn. Gen. Stat. § 33-867 After-acquired shares.
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Sec. 33-867. After-acquired shares. (a) A corporation may elect to withhold payment required by section 33-865 from any shareholder who was required to, but did not certify that beneficial ownership of all of the shareholder's shares for which appraisal rights are asserted was ac…
Conn. Gen. Stat. § 33-868 Procedure if shareholder dissatisfied with payment or offer.
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Sec. 33-868. Procedure if shareholder dissatisfied with payment or offer. (a) A shareholder paid pursuant to section 33-865 who is dissatisfied with the amount of the payment must notify the corporation in writing of the shareholder's estimate of the fair value of the shares and …
Conn. Gen. Stat. §§ 33-869 and 33-870 33-869 and 33-870
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Secs. 33-869 and 33-870. Reserved for future use. (C) JUDICIAL APPRAISAL OF SHARES
Conn. Gen. Stat. § 33-871 Court action.
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Sec. 33-871. Court action. (a) If a shareholder makes demand for payment under section 33-868 which remains unsettled, the corporation shall commence a proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the shares…
Conn. Gen. Stat. § 33-872 Court costs and expenses.
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Sec. 33-872. Court costs and expenses. (a) The court in an appraisal proceeding commenced under section 33-871 shall determine all court costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the co…
Conn. Gen. Stat. §§ 33-873 to 33-879 33-873 to 33-879
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Secs. 33-873 to 33-879. Reserved for future use. PART XIV DISSOLUTION (A) VOLUNTARY DISSOLUTION
Conn. Gen. Stat. § 33-880 Dissolution by incorporators or initial directors.
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Sec. 33-880. Dissolution by incorporators or initial directors. A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Secretary of the State for filing a cer…
Conn. Gen. Stat. § 33-881 Dissolution by board of directors and shareholders.
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Sec. 33-881. Dissolution by board of directors and shareholders. (a) A corporation's board of directors may propose dissolution for submission to the shareholders. (b) For a proposal to dissolve to be adopted: (1) The board of directors must recommend dissolution to the sharehold…
Conn. Gen. Stat. § 33-882 Certificate of dissolution.
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Sec. 33-882. Certificate of dissolution. (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of the State for filing a certificate of dissolution setting forth: (1) The name of the corporation; (2) the date dissolution was …
Conn. Gen. Stat. § 33-883 Revocation of dissolution.
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Sec. 33-883. Revocation of dissolution. (a) A corporation may revoke its dissolution within one hundred twenty days of its effective date. (b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted rev…
Conn. Gen. Stat. § 33-884 Effect of dissolution.
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Sec. 33-884. Effect of dissolution. (a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (1) Collecting its assets; (2) disposing of its properties tha…
Conn. Gen. Stat. § 33-885 Requirements prior to final liquidating distribution of assets.
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Sec. 33-885. Requirements prior to final liquidating distribution of assets. No final liquidating distribution of assets shall be made to shareholders by a dissolved corporation until the corporation has obtained a current statement or statements from the Commissioner of Revenue …
Conn. Gen. Stat. § 33-886 Known claims against dissolved corporation.
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Sec. 33-886. Known claims against dissolved corporation. (a) A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after the effective date of the dissolution. (b) The written notice shall: (1…
Conn. Gen. Stat. § 33-887 Unknown claims against dissolved corporation.
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Sec. 33-887. Unknown claims against dissolved corporation. (a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice. (b) The notice shall: (1) Be publis…
Conn. Gen. Stat. § 33-887a Proceeding for determination of security for payment of contingent or unknown claims or claims arising after dissolution.
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Sec. 33-887a. Proceeding for determination of security for payment of contingent or unknown claims or claims arising after dissolution. (a) A dissolved corporation that has published a notice under section 33-887 may file an application with the superior court for the judicial di…
Conn. Gen. Stat. § 33-887b Duties of directors of dissolved corporation.
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Sec. 33-887b. Duties of directors of dissolved corporation. (a) Directors of a dissolved corporation shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets to shareholders after payment of or prov…
Conn. Gen. Stat. §§ 33-888 and 33-889 33-888 and 33-889
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Secs. 33-888 and 33-889. Reserved for future use. (B) ADMINISTRATIVE DISSOLUTION
Conn. Gen. Stat. § 33-890 Administrative dissolution.
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Sec. 33-890. Administrative dissolution. (a) The Secretary of the State may effect the administrative dissolution of a corporation as provided in this section. (b) Whenever any corporation is more than one year in default of filing its annual report as required by section 33-953,…
Conn. Gen. Stat. § 33-891 Effect of administrative dissolution.
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Sec. 33-891. Effect of administrative dissolution. (a) A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under section 33-884 and notify claimants un…
Conn. Gen. Stat. § 33-892 Reinstatement following administrative dissolution.
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Sec. 33-892. Reinstatement following administrative dissolution. (a) A corporation administratively dissolved may apply to the Secretary of the State for reinstatement after the effective date of dissolution. The application must: (1) Recite the name of the corporation; (2) if th…
Conn. Gen. Stat. § 33-893 Appeal from refusal of reinstatement.
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Sec. 33-893. Appeal from refusal of reinstatement. (a) If the Secretary of the State refuses to file the application for reinstatement, he shall return it to the corporation or its representative within five days after the application was delivered, together with a brief written …
Conn. Gen. Stat. §§ 33-894 and 33-895 33-894 and 33-895
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Secs. 33-894 and 33-895. Reserved for future use. (C) JUDICIAL DISSOLUTION
Conn. Gen. Stat. § 33-896 Grounds for judicial dissolution.
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Sec. 33-896. Grounds for judicial dissolution. (a) The superior court for the judicial district where the corporation's principal office or, if none in this state, its registered office, is located may dissolve a corporation: (1) In a proceeding by a shareholder if it is establis…
Conn. Gen. Stat. § 33-897 Procedure for judicial dissolution.
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Sec. 33-897. Procedure for judicial dissolution. (a) Venue for a proceeding brought by any party named in section 33-896 lies in the judicial district where a corporation's principal office or, if none in this state, its registered office is or was last located. (b) It is not nec…
Conn. Gen. Stat. § 33-898 Receivership or custodianship.
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Sec. 33-898. Receivership or custodianship. (a) Unless an election to purchase has been filed under section 33-900, a court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, …
Conn. Gen. Stat. § 33-899 Decree of dissolution.
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Sec. 33-899. Decree of dissolution. (a) If after a hearing the court determines that one or more grounds for judicial dissolution described in section 33-896 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the cler…
Conn. Gen. Stat. § 33-900 Election to purchase in lieu of dissolution.
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Sec. 33-900. Election to purchase in lieu of dissolution. (a) In a proceeding under subdivision (1) of subsection (a) of section 33-896 to dissolve a corporation, the corporation may elect or, if it fails to elect, one or more shareholders may elect to purchase all shares owned b…
Conn. Gen. Stat. §§ 33-901 and 33-902 33-901 and 33-902
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Secs. 33-901 and 33-902. Reserved for future use. (D) MISCELLANEOUS PROVISIONS
Conn. Gen. Stat. § 33-903 Deposit of assets with State Treasurer or other state official.
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Sec. 33-903. Deposit of assets with State Treasurer or other state official. Assets of a dissolved corporation that should be transferred to a creditor, claimant or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash…
Conn. Gen. Stat. §§ 33-904 to 33-909 33-904 to 33-909
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Secs. 33-904 to 33-909. Reserved for future use. PART XV SPECIALLY CHARTERED CORPORATIONS
Conn. Gen. Stat. § 33-910 Provisions applicable to specially chartered corporations.
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Sec. 33-910. Provisions applicable to specially chartered corporations. (a) Except as otherwise provided in sections 33-910 to 33-914, inclusive, all provisions of sections 33-600 to 33-998, inclusive, shall govern and apply to specially chartered corporations formed before or af…
Conn. Gen. Stat. § 33-911 Formation of specially chartered corporation.
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Sec. 33-911. Formation of specially chartered corporation. Formation of a specially chartered corporation shall, following enactment of its special charter act, be completed in all respects in the same manner as formation of a corporation organized under sections 33-600 to 33-998…
Conn. Gen. Stat. § 33-912 Amendment of special charter.
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Sec. 33-912. Amendment of special charter. (a) Amendment of a special charter by the General Assembly shall require acceptance by the corporation if and to the extent provided in the act of amendment. (b) The certificate of incorporation of a specially chartered corporation may b…
Conn. Gen. Stat. § 33-913 Surrender of charter and reincorporation.
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Sec. 33-913. Surrender of charter and reincorporation. (a) Any specially chartered corporation may surrender its charter and reincorporate under sections 33-600 to 33-998, inclusive, in the manner provided in this section, provided its certificate of incorporation upon effecting …
Conn. Gen. Stat. § 33-914 Franchise tax.
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Sec. 33-914. Franchise tax. (a) Specially chartered corporations formed after January 1, 1961, shall pay franchise tax as provided in section 33-618. (b) A specially chartered corporation in existence on January 1, 1961, shall, in respect of the number of shares which it is autho…
Conn. Gen. Stat. §§ 33-915 to 33-919 33-915 to 33-919
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Secs. 33-915 to 33-919. Reserved for future use. PART XVI FOREIGN CORPORATIONS (A) CERTIFICATE OF AUTHORITY
Conn. Gen. Stat. § 33-920 Authority to transact business required.
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Sec. 33-920. Authority to transact business required. (a) A foreign corporation, other than an insurance, surety or indemnity company, may not transact business in this state until it obtains a certificate of authority from the Secretary of the State. No foreign corporation engag…
Conn. Gen. Stat. § 33-921 Consequences of transacting business without authority.
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Sec. 33-921. Consequences of transacting business without authority. (a) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority. (b) The succe…
Conn. Gen. Stat. § 33-921a Limited amnesty for foreign corporation transacting business without authority.
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Sec. 33-921a. Limited amnesty for foreign corporation transacting business without authority. Notwithstanding any provision of sections 33-600 to 33-998, inclusive, any foreign corporation transacting business in this state without a certificate of authority that voluntarily come…
Conn. Gen. Stat. § 33-922 Application for certificate of authority.
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Sec. 33-922. Application for certificate of authority. (a) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the Secretary of the State for filing. The application shall set forth: (1) The name of the…
Conn. Gen. Stat. § 33-923 Amended certificate of authority.
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Sec. 33-923. Amended certificate of authority. (a) A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the Secretary of the State if it changes: (1) Its corporate name; (2) the period of its duration; or (3) the…
Conn. Gen. Stat. § 33-924 Effect of certificate of authority.
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Sec. 33-924. Effect of certificate of authority. (a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in sections 33-600 to 33-9…
Conn. Gen. Stat. § 33-925 Corporate name of foreign corporation.
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Sec. 33-925. Corporate name of foreign corporation. (a) The corporate name of a foreign corporation must satisfy the requirements of section 33-665. If the corporate name of a foreign corporation does not satisfy the requirements of section 33-655, the foreign corporation in orde…
Conn. Gen. Stat. § 33-926 Registered office and registered agent of foreign corporation.
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Sec. 33-926. Registered office and registered agent of foreign corporation. (a) Each foreign corporation authorized to transact business in this state shall continuously maintain in this state: (1) A registered office that may be the same as any of its places of business; and (2)…