Title 33 — Title 33: Corporations

Sec. 33-600. Short title: Connecticut Business Corporation Act. Sections 33-600 to 33-998, inclusive, shall be known and may be cited as the “Connecticut Business Corporation Act”. (P.A. 94-186, S. 1, 215.) History: P.A. 94-186 effective January 1, 1997.

Sec. 33-601. Construction of statutes. (a) Sections 33-600 to 33-998, inclusive, shall be so construed as to provide for a general corporate form for the conduct of lawful business with such variations and modifications from the form so provided as the interested parties may agre…

Sec. 33-602. Definitions. As used in sections 33-600 to 33-998, inclusive: (1) “Address” means location as described by the full street number, if any, street, city or town, state or country and not a mailing address such as a post office box. (2) “Authorized shares” means the sh…

Sec. 33-603. Notices and other communications. (a) Notice under sections 33-600 to 33-998, inclusive, shall be in writing unless oral notice is reasonable in the circumstances. Unless otherwise agreed between the sender and the recipient, words in a notice or other communication …

Sec. 33-603a. Householding. (a) A corporation has delivered written notice or any other report or statement under any provision of sections 33-600 to 33-998, inclusive, the certificate of incorporation or the bylaws to all shareholders who share a common address if: (1) The corpo…

Sec. 33-604. Number of shareholders. (a) For purposes of sections 33-600 to 33-998, inclusive, the following identified as a shareholder in a corporation's current record of shareholders constitutes one shareholder: (1) Three or fewer co-owners; (2) a corporation, partnership, tr…

Sec. 33-605. Qualified director. (a) For purposes of sections 33-600 to 33-998, inclusive, a qualified director is a director who, at the time action is to be taken under: (1) Subdivision (6) of subsection (b) of section 33-636, is not a director (A) to whom the limitation or eli…

Sec. 33-606. Defective corporate actions. Definitions. As used in this section and sections 33-606a to 33-606g, inclusive: (1) “Corporate action” means any action taken by or on behalf of the corporation, including any action taken by the incorporator, the board of directors, a c…

Sec. 33-606a. Defective corporate action not void or voidable, when. (a) A defective corporate action shall not be void or voidable if ratified in accordance with section 33-606b or validated in accordance with section 33-606g. (b) Ratification under section 33-606b or validation…

Sec. 33-606b. Ratification of defective corporate actions. (a) To ratify a defective corporate action under this section, other than the ratification of an election of the initial board of directors under subsection (b) of this section, the board of directors shall take action ra…

Sec. 33-606c. Action on ratification. (a) The quorum and voting requirements applicable to a ratifying action by the board of directors under subsection (a) of section 33-606b shall be the quorum and voting requirements applicable to the corporate action proposed to be ratified a…

Sec. 33-606d. Notice requirements re action on ratification. (a) Unless shareholder approval is required under subsection (c) of section 33-606b, prompt notice of an action taken under said section shall be given to each holder of valid and putative shares, regardless of whether …

Sec. 33-606e. Effect of ratification. From and after the validation effective time, and without regard to the one-hundred-twenty-day period during which a claim may be brought under section 33-606g: (1) Each defective corporate action ratified in accordance with section 33-606b s…

Sec. 33-606f. Filings. (a) If the defective corporate action ratified under sections 33-606 to 33-606g, inclusive, would have required under any other provision of sections 33-600 to 33-998, inclusive, a filing in accordance with sections 33-600 to 33-998, inclusive, then, whethe…

Sec. 33-606g. Judicial proceeding re validity of corporate action. (a) Upon application by the corporation, any successor entity to the corporation, a director of the corporation, any shareholder, beneficial shareholder or unrestricted voting trust beneficial owner of the corpora…

Sec. 33-607. Reserved for future use.

Sec. 33-608. Filing requirements. (a) A document shall satisfy the requirements of this section, and of any other section that adds to or varies from these requirements, to be entitled to filing by the Secretary of the State. (b) Sections 33-600 to 33-998, inclusive, shall requir…

Sec. 33-609. Forms. Mailing address. (a) The Secretary of the State may prescribe and furnish on request forms for: (1) An application for a certificate of existence; (2) a foreign corporation's application for a certificate of authority to transact business in this state; (3) a …

Sec. 33-610. Effective time and date of document. (a) Except as provided in subsection (b) of this section and subsection (c) of section 33-611, a document accepted for filing is effective: (1) At the date and time of filing, as evidenced by such means as the Secretary of the Sta…

Sec. 33-611. Correcting filed document. (a) A domestic or foreign corporation may correct a document filed by the Secretary of the State if (1) the document contains an inaccuracy, (2) the document was defectively made, executed, attested, sealed, verified or acknowledged, or (3)…

Sec. 33-612. Filing duty of Secretary of the State. (a) If a document delivered to the office of the Secretary of the State for filing satisfies the requirements of section 33-608, the Secretary of the State shall file it. (b) The Secretary of the State files a document by stampi…

Sec. 33-613. Appeal from Secretary of the State's refusal to file document. (a) If the Secretary of the State refuses to file a document delivered to his office for filing, the domestic or foreign corporation may appeal the refusal within thirty days after the return of the docum…

Sec. 33-614. Evidentiary effect of copy of filed document. A copy of a document filed by the Secretary of the State, which copy is certified by the Secretary of the State, bearing his signature, which may be a facsimile, and the seal of this state, is conclusive evidence that the…

Sec. 33-615. Certificate of existence or authorization. (a) Any person may apply to the Secretary of the State to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation. (b) The issuance of a certificate of existe…

Sec. 33-616. Penalty for signing false document. A person who signs or otherwise executes a document he knows is false in any material respect with intent that the document be delivered to the Secretary of the State for filing shall be subject to the penalty for false statement u…

Sec. 33-617. Fees payable to Secretary of the State. (a) The Secretary of the State shall charge and collect the following fees for filing documents and issuing certificates and remit them to the Treasurer for the use of the state: (1) Filing application to reserve, register, ren…

Sec. 33-618. Franchise tax. (a) A corporation shall pay, and the Secretary of the State shall charge and collect from such corporation, a franchise tax, based upon the number of shares which it will have authority to issue or the increase in the number of shares which it will hav…

Secs. 33-619 to 33-621. Reserved for future use.

Sec. 33-622. Powers of Secretary of the State. The Secretary of the State has the power reasonably necessary to perform the duties required of him by sections 33-600 to 33-998, inclusive. (P.A. 94-186, S. 14, 215.) History: P.A. 94-186 effective January 1, 1997.

Sec. 33-623. Regulations regarding electronic filing. The Secretary of the State may adopt regulations in accordance with the provisions of chapter 54 governing the filing with and delivery of documents to the office of the Secretary of the State under sections 33-600 to 33-998, …

Sec. 33-624. Interrogatories by Secretary of the State. (a) The Secretary of the State may propound to any corporation subject to the provisions of sections 33-600 to 33-998, inclusive, domestic or foreign, and to any officer or director thereof, such interrogatories as may be re…

Secs. 33-625 to 33-634. Reserved for future use. PART II INCORPORATION

Sec. 33-635. Incorporators. One or more persons may act as the incorporator or incorporators of a corporation by delivering a certificate of incorporation to the Secretary of the State for filing. (P.A. 94-186, S. 20, 215; P.A. 96-271, S. 15, 254.) History: P.A. 94-186 effective …

Sec. 33-636. Certificate of incorporation. (a) The certificate of incorporation shall set forth: (1) A corporate name for the corporation that satisfies the requirements of section 33-655; (2) the number of shares the corporation is authorized to issue; (3) the street and mailing…

Sec. 33-637. Incorporation. (a) The corporate existence begins when the certificate of incorporation is filed. (b) The Secretary of the State's filing of the certificate of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporatio…

Sec. 33-638. Liability for preincorporation transactions. All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under sections 33-600 to 33-998, inclusive, are jointly and severally liable for all liabilities created while so acting. (…

Sec. 33-639. Organization of corporation. (a) After incorporation: (1) If initial directors are named in the certificate of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the c…

Sec. 33-640. Bylaws. (a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (b) The bylaws of a corporation may contain any provision that is not inconsistent with law or the certificate of incorporation. (c) The bylaws may co…

Sec. 33-641. Emergency bylaws. (a) Unless the certificate of incorporation provides otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which are subject to amend…

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 s…

Secs. 33-643 and 33-644. Reserved for future use. PART III PURPOSES AND POWERS

Sec. 33-645. Purposes. (a) Every corporation incorporated under sections 33-600 to 33-998, inclusive, has the purpose of engaging in any lawful business except that of a bank and trust company, savings bank or savings and loan association, unless a more limited purpose is set for…

Sec. 33-646. Authorization to form corporation to transact insurance business. (a) A certificate authorizing the formation of a corporation to transact the business of an insurance company shall be issued by the Insurance Commissioner if the following is submitted to him by the i…

Sec. 33-647. General powers. Unless its certificate of incorporation provides otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and a…

Sec. 33-648. Emergency powers. (a) In anticipation of or during an emergency defined in subsection (d) of this section, the board of directors of a corporation may: (1) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and (2) r…

Sec. 33-649. Ultra vires. (a) Except as provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (b) A corporation's power to act may be challenged: (1) In a proceeding by a…

Secs. 33-650 to 33-654. Reserved for future use. PART IV NAME

Sec. 33-655. Corporate name. (a) The name of each corporation formed after January 1, 1961: (1) Shall contain the word “corporation”, “incorporated”, “company”, “Societa per Azioni” or “limited”, or the abbreviation “corp.”, “inc.”, “co.”, “S.p.A.” or “ltd.”, or words or abbrevia…

Sec. 33-656. Reserved name. (a) A person may reserve the exclusive use of a corporate name, including a corporate name of a foreign corporation, with such additional distinctive and distinguishing elements that the corporation agrees to use in this state exclusive of any other na…

Sec. 33-657. Registered name. (a) A foreign corporation may register its corporate name, or its corporate name with any addition required by section 33-925, if the name is distinguishable upon the records of the Secretary of the State from the names that are not available under s…