Title 33 — Title 33: Corporations

Sec. 33-1000. Short title: Connecticut Revised Nonstock Corporation Act. Sections 33-1000 to 33-1290, inclusive, shall be known and may be cited as the “Connecticut Revised Nonstock Corporation Act”. (P.A. 96-256, S. 1, 209.) History: P.A. 96-256 effective January 1, 1997.

Sec. 33-1001. Construction of statutes. (a) Sections 33-1000 to 33-1290, inclusive, shall be so construed as to provide for a general corporate form for the conduct of lawful activities with such variations and modifications from the form so provided as the interested parties may…

Sec. 33-1002. Definitions. As used in sections 33-1000 to 33-1290, 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) “Board” or “board of director…

Sec. 33-1003. Notice. (a) Notice under sections 33-1000 to 33-1290, inclusive, shall be in writing unless oral notice is reasonable under the circumstances. Notice by electronic transmission is written notice. (b) Notice may be communicated in person, by mail or other method of d…

Sec. 33-1003a. Qualified director. (a) For purposes of sections 33-1000 to 33-1290, inclusive, a qualified director is a director who, at the time action is to be taken under: (1) Section 33-1119 or 33-1121, (A) is not a party to the proceeding, (B) is not a director who sought a…

Sec. 33-1004. 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 33-1000 to 33-1290, inclusive, shall req…

Sec. 33-1005. 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 conduct affairs in this state; (3) a f…

Sec. 33-1006. Effective time and date of document. (a) Except as provided in subsection (b) of this section and subsection (c) of section 33-1007, 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 S…

Sec. 33-1007. 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. 33-1008. 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 33-1004, the Secretary of the State shall file it. (b) The Secretary of the State files a document by stam…

Sec. 33-1009. 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 docu…

Sec. 33-1010. 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 th…

Sec. 33-1011. 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 exist…

Sec. 33-1012. 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 …

Sec. 33-1013. 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, re…

Sec. 33-1014. Franchise tax. A corporation shall pay and the Secretary of the State shall charge and collect from such corporation a franchise tax of thirty dollars when it files its certificate of incorporation. (P.A. 96-256, S. 15, 209.) History: P.A. 96-256 effective January 1…

Sec. 33-1015. 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 33-1000 to 33-1290, inclusive. (P.A. 96-256, S. 16, 209.) History: P.A. 96-256 effective January 1, 1997.

Sec. 33-1016. 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 33-1000 to 33-129…

Sec. 33-1017. Interrogatories by Secretary of the State. (a) The Secretary of the State may propound to any corporation subject to the provisions of sections 33-1000 to 33-1290, inclusive, domestic or foreign, and to any officer or director thereof, such interrogatories as may be…

Secs. 33-1018 to 33-1024. Reserved for future use. PART II INCORPORATION

Sec. 33-1025. 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. 96-256, S. 19, 209.) History: P.A. 96-256 effective January 1, 1997.

Sec. 33-1026. Certificate of incorporation. (a) The certificate of incorporation shall set forth: (1) A corporate name for the corporation that satisfies the requirements of section 33-1045; (2) a statement that the corporation is nonprofit and that the corporation shall not have…

Sec. 33-1027. 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 incorporati…

Sec. 33-1028. Liability for preincorporation transactions. All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under sections 33-1000 to 33-1290, inclusive, are jointly and severally liable for all liabilities created while so acting…

Sec. 33-1029. Organization of corporation. (a)(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 corporation by appoint…

Sec. 33-1030. 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 for managing and regulating the affairs of the corporation that is not inconsistent with la…

Sec. 33-1031. 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 amen…

Secs. 33-1032 to 33-1034. Reserved for future use. PART III PURPOSES AND POWERS

Sec. 33-1035. Purposes. (a) A corporation may be formed under sections 33-1000 to 33-1290, inclusive, for the conduct of any affairs or the promotion of any purpose which may be lawfully carried on by a corporation except that of a bank and trust company, savings bank or savings …

Sec. 33-1036. 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 affairs, incl…

Sec. 33-1037. 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) …

Sec. 33-1038. 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 …

Secs. 33-1039 to 33-1044. Reserved for future use. PART IV NAME

Sec. 33-1045. Corporate name. (a) The name of each corporation formed after January 1, 1961: (1) Shall contain the word “corporation”, “incorporated” or “company”, or the abbreviation “corp.”, “inc.” or “co.”, or words or abbreviations of like import in another language; and (2) …

Sec. 33-1046. 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 n…

Sec. 33-1047. Registered name. (a) A foreign corporation may register its corporate name, or its corporate name with any addition required by section 33-1215, if the name is distinguishable upon the records of the Secretary of the State from the names that are not available under…

Secs. 33-1048 and 33-1049. Reserved for future use. PART V OFFICE AND AGENT

Sec. 33-1050. Registered office and registered agent. (a) Each corporation that is required to file an annual report as provided in section 33-1243 shall continuously maintain in this state: (1) A registered office that may be the same as any of its places of business; and (2) a …

Sec. 33-1051. Change of registered office or registered agent. (a) A corporation may change its registered office or registered agent by delivering to the Secretary of the State for filing a statement of change that sets forth: (1) The name of the corporation; (2) if the current …

Sec. 33-1052. Resignation of registered agent. (a) A registered agent may resign his agency appointment by signing and delivering to the Secretary of the State for filing the signed original and one exact or conformed copy of a statement of resignation. The statement may include …

Sec. 33-1053. Service of process on corporation. (a) A corporation's registered agent is the corporation's agent for service of process, notice or demand required or permitted by law to be served on the corporation. Service may be effected by any proper officer or other person la…

Sec. 33-1054. Reserved for future use. PART VI MEMBERS (A) MEMBERSHIP RIGHTS AND LIABILITIES

Sec. 33-1055. Classes of members. A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of such class or classes shall be set forth in the certificate of incorporation and the manner of…

Sec. 33-1056. Rules for membership. (a) Membership shall be governed by such rules of admission, retention, withdrawal and expulsion as the bylaws shall prescribe, provided all such bylaws shall be reasonable, germane to the purposes of the corporation, and equally enforced as to…

Sec. 33-1057. Corporation may impose fines and penalties and levy dues and assessments. (a) A corporation may impose fines or penalties on members if provided in bylaws duly adopted by a two-thirds vote of members entitled to vote and, if the fine or penalty applies to members no…

Sec. 33-1058. Liability of members. (a) A member of a corporation shall not be liable to the corporation or its creditors with respect to such membership except for the obligation to pay in full any fines or penalties duly imposed against him and any dues and assessments levied a…

Secs. 33-1059 and 33-1060. Reserved for future use. (B) MEETINGS

Sec. 33-1061. Annual meeting. Regular meeting. (a) A corporation that has members entitled to vote for the election of directors shall hold a meeting of such members annually at a time stated in or fixed in accordance with the bylaws. (b) Unless the board of directors determines …

Sec. 33-1062. Special meeting. (a) A corporation that has members entitled to vote shall hold a special meeting of members entitled to vote at the meeting: (1) On call of its board of directors or the person or persons authorized to do so by the certificate of incorporation or th…

Sec. 33-1063. Court-ordered meeting. (a) The superior court for the judicial district where a corporation's principal office or, if none in this state, its registered office is located may summarily order a meeting to be held: (1) On application of any member entitled to vote at …