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Connecticut Statutes, Title 33

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Connecticut/Statutes

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Title 33, Title 33: Corporations

22 chapters · 680 sections in this title.

All chapters in Title 33680 Ch 601, Chapter 601: Business Corporations275 Ch 602, Chapter 602: Nonstock Corporations206 Ch 598, Chapter 598: Religious Corporations …33 Ch 597, Chapter 597: Electric Cooperative Act26 Ch 599, Chapter 599: Stock Corporations26 Ch 596, Chapter 596: Cooperative Marketing C…18 Ch 600, Chapter 600: Nonstock Corporations16 Ch 604, Chapter 604: Benefit Corporations16 Ch 594a, Chapter 594a: Professional Service C…12 Ch 595, Chapter 595: Cooperative Associations11 Ch 599a, Chapter 599a: Worker Cooperative Cor…10 Ch 603, Chapter 603: Corporate Accountability7 Ch 594b, Chapter 594b: Medical Foundations6 Ch 593a, Chapter 593a: Health Care Centers5

206 sections·Filtered byTitle 33✕Ch 602✕

Conn. Gen. Stat. § 33-1178b Duties of directors of dissolved corporation.
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Sec. 33-1178b. 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 members after payment of or provisio…
Conn. Gen. Stat. §§ 33-1179 and 33-1180 33-1179 and 33-1180
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Secs. 33-1179 and 33-1180. Reserved for future use. (B) ADMINISTRATIVE DISSOLUTION
Conn. Gen. Stat. § 33-1181 Administrative dissolution.
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Sec. 33-1181. 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 two years in default of filing its annual report as required by section 33-12…
Conn. Gen. Stat. § 33-1182 Effect of administrative dissolution.
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Sec. 33-1182. Effect of administrative dissolution. (a) A corporation administratively dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its activities and affairs under section 33-1174 and notify claim…

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Conn. Gen. Stat. § 33-1183 Reinstatement following administrative dissolution.

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Sec. 33-1183. 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 t…

Conn. Gen. Stat. § 33-1184 Appeal from refusal of reinstatement.

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Sec. 33-1184. 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. §§ 33-1185 and 33-1186 33-1185 and 33-1186

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Secs. 33-1185 and 33-1186. Reserved for future use. (C) JUDICIAL DISSOLUTION

Conn. Gen. Stat. § 33-1187 Grounds for judicial dissolution.

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Sec. 33-1187. 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 member or a director if it i…

Conn. Gen. Stat. § 33-1188 Procedure for judicial dissolution.

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Sec. 33-1188. Procedure for judicial dissolution. (a) Venue for a proceeding by the Attorney General to dissolve a corporation lies in the superior court for the judicial district of Hartford. Venue for a proceeding brought by any other party named in section 33-1187 lies in the …

Conn. Gen. Stat. § 33-1189 Receivership or custodianship.

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Sec. 33-1189. Receivership or custodianship. (a) 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, the activities and affairs of the corporation. The court shall hold…

Conn. Gen. Stat. § 33-1190 Decree of dissolution.

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Sec. 33-1190. Decree of dissolution. (a) If after a hearing the court determines that one or more grounds for judicial dissolution described in section 33-1187 exist, it may, in the case of the grounds specified in subsection (a) of said section, and shall, in the case of the gro…

Conn. Gen. Stat. §§ 33-1191 and 33-1192 33-1191 and 33-1192

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Secs. 33-1191 and 33-1192. Reserved for future use. (D) MISCELLANEOUS PROVISIONS

Conn. Gen. Stat. § 33-1193 Deposit of assets with State Treasurer or other state official.

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Sec. 33-1193. Deposit of assets with State Treasurer or other state official. Assets of a dissolved corporation that should be transferred to a creditor, claimant or member of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and…

Conn. Gen. Stat. §§ 33-1194 to 33-1199 33-1194 to 33-1199

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Secs. 33-1194 to 33-1199. Reserved for future use. PART XII SPECIALLY CHARTERED CORPORATIONS

Conn. Gen. Stat. § 33-1200 Provisions applicable to specially chartered corporations.

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Sec. 33-1200. Provisions applicable to specially chartered corporations. (a) Except as otherwise provided in subsection (e) of section 33-1035 and sections 33-1200 to 33-1205, inclusive, all provisions of sections 33-1000 to 33-1290, inclusive, shall govern and apply to specially…

Conn. Gen. Stat. § 33-1201 Formation of specially chartered corporation.

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Sec. 33-1201. 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 33-1000 to 33-1…

Conn. Gen. Stat. § 33-1202 Amendment of special charter.

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Sec. 33-1202. 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 …

Conn. Gen. Stat. § 33-1203 Surrender of charter and reincorporation.

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Sec. 33-1203. Surrender of charter and reincorporation. (a) Any specially chartered corporation may surrender its charter and reincorporate under sections 33-1000 to 33-1290, inclusive, in the manner provided in this section, provided its certificate of incorporation upon effecti…

Conn. Gen. Stat. § 33-1204 Franchise tax.

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Sec. 33-1204. Franchise tax. Specially chartered corporations incorporated or reincorporated after January 1, 1961, shall pay franchise tax as provided in section 33-1014. (P.A. 96-256, S. 137, 209.) History: P.A. 96-256 effective January 1, 1997.

Conn. Gen. Stat. § 33-1205 Dissolution of specially chartered beach association.

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Sec. 33-1205. Dissolution of specially chartered beach association. Except as otherwise provided by special act, any specially chartered beach association may be dissolved in the manner provided in sections 33-1170 to 33-1193, inclusive. (P.A. 96-256, S. 138, 209.) History: P.A. …

Conn. Gen. Stat. §§ 33-1206 to 33-1209 33-1206 to 33-1209

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Secs. 33-1206 to 33-1209. Reserved for future use. PART XIII FOREIGN CORPORATIONS (A) CERTIFICATE OF AUTHORITY

Conn. Gen. Stat. § 33-1210 Authority to conduct affairs required.

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Sec. 33-1210. Authority to conduct affairs required. (a) A foreign corporation, other than an insurance, surety or indemnity company, may not conduct affairs in this state until it obtains a certificate of authority from the Secretary of the State. No foreign corporation conducti…

Conn. Gen. Stat. § 33-1211 Consequences of conducting affairs without authority.

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Sec. 33-1211. Consequences of conducting affairs without authority. (a) A foreign corporation conducting affairs 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 successo…

Conn. Gen. Stat. § 33-1212 Application for certificate of authority.

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Sec. 33-1212. Application for certificate of authority. (a) A foreign corporation may apply for a certificate of authority to conduct affairs 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. § 33-1213 Amended certificate of authority.

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Sec. 33-1213. Amended certificate of authority. (a) A foreign corporation authorized to conduct affairs 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. § 33-1214 Effect of certificate of authority.

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Sec. 33-1214. Effect of certificate of authority. (a) A certificate of authority authorizes the foreign corporation to which it is issued to conduct affairs in this state subject, however, to the right of the state to revoke the certificate as provided in sections 33-1000 to 33-1…

Conn. Gen. Stat. § 33-1215 Corporate name of foreign corporation.

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Sec. 33-1215. Corporate name of foreign corporation. (a) The corporate name of a foreign corporation must satisfy the requirements of section 33-1045. If the corporate name of a foreign corporation does not satisfy the requirements of section 33-1045, the foreign corporation in o…

Conn. Gen. Stat. § 33-1216 Registered office and registered agent of foreign corporation.

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Sec. 33-1216. Registered office and registered agent of foreign corporation. (a) Each foreign corporation authorized to conduct affairs in this state shall continuously maintain in this state: (1) A registered office that may be the same as any of its offices; and (2) a registere…

Conn. Gen. Stat. § 33-1217 Change of registered office or registered agent of foreign corporation.

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Sec. 33-1217. Change of registered office or registered agent of foreign corporation. (a) A foreign corporation authorized to conduct affairs in this state may change its registered office or registered agent by delivering to the Secretary of the State for filing a statement of c…

Conn. Gen. Stat. § 33-1218 Resignation of registered agent of foreign corporation.

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Sec. 33-1218. Resignation of registered agent of foreign corporation. (a) The registered agent of a foreign corporation may resign his agency appointment by signing and delivering to the Secretary of the State for filing the original and one exact or conformed copy of a statement…

Conn. Gen. Stat. § 33-1219 Service of process on foreign corporation.

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Sec. 33-1219. Service of process on foreign corporation. (a) The registered agent of a foreign corporation authorized to conduct affairs in this state is the corporation's agent for service of process, notice or demand required or permitted by law to be served on the foreign corp…

Conn. Gen. Stat. §§ 33-1220 and 33-1221 33-1220 and 33-1221

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Secs. 33-1220 and 33-1221. Reserved for future use. (B) WITHDRAWAL

Conn. Gen. Stat. § 33-1222 Withdrawal of foreign corporation.

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Sec. 33-1222. Withdrawal of foreign corporation. (a) A foreign corporation authorized to conduct affairs in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Secretary of the State. (b) A foreign corporation authorized to conduct af…

Conn. Gen. Stat. §§ 33-1223 and 33-1224 33-1223 and 33-1224

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Secs. 33-1223 and 33-1224. Reserved for future use. (C) REVOCATION OF CERTIFICATE OF AUTHORITY

Conn. Gen. Stat. § 33-1225 Grounds for revocation.

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Sec. 33-1225. Grounds for revocation. The Secretary of the State may commence a proceeding under section 33-1226 to revoke the certificate of authority of a foreign corporation authorized to conduct affairs in this state if: (1) The foreign corporation has failed to file its annu…

Conn. Gen. Stat. § 33-1226 Procedure for and effect of revocation.

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Sec. 33-1226. Procedure for and effect of revocation. (a) If the Secretary of the State determines that one or more grounds exist under section 33-1225 for revocation of a certificate of authority, the Secretary shall notify such foreign corporation by electronic mail addressed t…

Conn. Gen. Stat. § 33-1227 Appeal from revocation.

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Sec. 33-1227. Appeal from revocation. (a) A foreign corporation may appeal the Secretary of the State's revocation of its certificate of authority to the Superior Court within thirty days after service of the certificate of revocation is effective under section 33-1219. The forei…

Conn. Gen. Stat. §§ 33-1228 to 33-1234 33-1228 to 33-1234

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Secs. 33-1228 to 33-1234. Reserved for future use. PART XIV RECORDS AND REPORTS (A) RECORDS

Conn. Gen. Stat. § 33-1235 Corporate records.

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Sec. 33-1235. Corporate records. (a) A corporation shall keep as permanent records minutes of all meetings of its members, if any, and board of directors, a record of all actions taken by the members, if any, or board of directors without a meeting, and a record of all actions ta…

Conn. Gen. Stat. § 33-1236 Inspection of records by members.

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Sec. 33-1236. Inspection of records by members. (a) A member is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in subsection (e) of section 33-1235 if he gives the corporation writ…

Conn. Gen. Stat. § 33-1237 Scope of inspection right.

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Sec. 33-1237. Scope of inspection right. (a) A member's agent or attorney has the same inspection and copying rights as the member represented. (b) The right to copy records under section 33-1236 includes, if reasonable, the right to receive copies by xerographic or other means, …

Conn. Gen. Stat. § 33-1238 Court-ordered inspection.

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Sec. 33-1238. Court-ordered inspection. (a) If a corporation does not allow a member who complies with subsection (a) of section 33-1236 to inspect and copy any records required by that subsection to be available for inspection, the superior court for the judicial district where …

Conn. Gen. Stat. § 33-1239 Inspection of records by directors.

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Sec. 33-1239. Inspection of records by directors. (a) A director of a corporation is entitled to inspect and copy the books, records and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director,…

Conn. Gen. Stat. § 33-1240 Exception to notice requirement.

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Sec. 33-1240. Exception to notice requirement. (a) Whenever notice is required to be given under any provision of sections 33-1000 to 33-1290, inclusive, to any member, such notice shall not be required to be given if notice of two consecutive annual meetings, and all notices of …

Conn. Gen. Stat. § 33-1241 Financial statements.

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Sec. 33-1241. Financial statements. (a) A corporation shall prepare annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates, as appropriate, that include a balance sheet as of the end of th…

Conn. Gen. Stat. § 33-1242 Other reports to members.

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Sec. 33-1242. Other reports to members. Section 33-1242 is repealed, effective October 1, 2001. (P.A. 96-256, S. 158, 209; P.A. 01-199, S. 47.)

Conn. Gen. Stat. § 33-1243 Reports.

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Sec. 33-1243. Reports. (a) Each domestic corporation, except banks, trust companies, insurance or surety companies, savings and loan associations, credit unions, public service companies, as defined in section 16-1, cemetery associations and incorporated church or religious corpo…

Conn. Gen. Stat. § 33-1244 Failure to file report. Incorrect report.

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Sec. 33-1244. Failure to file report. Incorrect report. (a) Any corporation required to file annual reports as provided in section 33-1243, which fails to file its annual report on or before the due date thereof, shall be in default in respect thereof until the same is filed. (b)…

Conn. Gen. Stat. § 33-1245 Interim notice of change of director or officer.

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Sec. 33-1245. Interim notice of change of director or officer. (a) When the directors or officers of a domestic or foreign corporation that is required to file an annual report pursuant to subsection (a) of section 33-1243 change after the corporation has filed its most current a…

Conn. Gen. Stat. §§ 33-1246 to 33-1284 33-1246 to 33-1284

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Secs. 33-1246 to 33-1284. Reserved for future use. PART XV MISCELLANEOUS PROVISIONS