Title 33 — Title 33: Corporations
22 chapters · 690 sections in this title.
Conn. Gen. Stat. §§ 33-413 to 33-418 Stock corporations: Miscellaneous provisions.
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Secs. 33-413 to 33-418. Stock corporations: Miscellaneous provisions. Sections 33-413 to 33-418, inclusive, are repealed, effective January 1, 1997. (1959, P.A. 618, S. 131–136; 1961, P.A. 327, S. 93; P.A. 94-186, S. 214, 215.)
Conn. Gen. Stat. §§ 33-418a to 33-418e 33-418a to 33-418e
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Secs. 33-418a to 33-418e. Reserved for future use.
Conn. Gen. Stat. § 33-418f Short title: Worker Cooperative Corporations Act.
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Sec. 33-418f. Short title: Worker Cooperative Corporations Act. This chapter shall be known and may be cited as the “Worker Cooperative Corporations Act”. (P.A. 84-430, S. 1, 14.)
Conn. Gen. Stat. § 33-418g Definitions.
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Sec. 33-418g. Definitions. As used in this chapter, unless the context otherwise requires: (1) “Worker cooperative” means a corporation which has elected to be governed by the provisions of this chapter. (2) “Member” means a natural person who or nonprofit organization that has b…
Conn. Gen. Stat. § 33-418h Election to be governed as a worker cooperative. Revocation of election. Corporate name.
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Sec. 33-418h. Election to be governed as a worker cooperative. Revocation of election. Corporate name. (a) Any corporation formed under the provisions of chapter 601 or any predecessor statutes thereto, may elect to be governed as a worker cooperative under the provisions of this…
Conn. Gen. Stat. § 33-418i Membership requirements. Membership shares. Rights of members.
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Sec. 33-418i. Membership requirements. Membership shares. Rights of members. (a) The certificate of incorporation or bylaws of a worker cooperative shall establish qualifications and the method of acceptance and termination of members. No person may be accepted as a member unless…
Conn. Gen. Stat. § 33-418j Voting rights of members and shareholders. Amendments to bylaws.
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Sec. 33-418j. Voting rights of members and shareholders. Amendments to bylaws. (a) No corporate shares other than membership shares shall be given voting power in a worker cooperative, except as otherwise provided in this chapter. (b) The power to amend or repeal the bylaws of a …
Conn. Gen. Stat. § 33-418k Board of directors' membership requirements.
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Sec. 33-418k. Board of directors' membership requirements. No less than fifty-one per cent of the directors on the board of directors of any worker cooperative shall be members of the cooperative. (P.A. 84-430, S. 8, 14.)
Conn. Gen. Stat. § 33-418l Apportionment of earnings and losses.
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Sec. 33-418l. Apportionment of earnings and losses. (a) The net earnings or losses of a worker cooperative shall be apportioned and distributed at such times and in such manner as the articles of organization or bylaws shall specify. Net earnings declared as patronage allocations…
Conn. Gen. Stat. § 33-418m System of internal capital accounts. Redemption of shares. Interest. Collective reserve account.
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Sec. 33-418m. System of internal capital accounts. Redemption of shares. Interest. Collective reserve account. (a) Any worker cooperative may establish through its certificate of incorporation or bylaws a system of internal capital accounts to reflect the book value and to determ…
Conn. Gen. Stat. § 33-418n Internal capital account cooperatives.
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Sec. 33-418n. Internal capital account cooperatives. (a) An internal capital account cooperative is a worker cooperative whose entire net book value is reflected in internal capital accounts, one for each member, and a collective reserve account, and in which no persons other tha…
Conn. Gen. Stat. § 33-418o Conversion of shares upon revocation of election. Consolidation or merger restricted.
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Sec. 33-418o. Conversion of shares upon revocation of election. Consolidation or merger restricted. (a) When a worker cooperative revokes its election in accordance with subsection (b) of section 33-418h, the certificate of amendment shall provide for conversion of membership sha…
Conn. Gen. Stat. §§ 33-419 to 33-422 Nonstock corporations: General provisions.
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Secs. 33-419 to 33-422. Nonstock corporations: General provisions. Sections 33-419 to 33-422, inclusive, are repealed, effective January 1, 1997. (1959, P.A. 617, S. 1–4; 1961, P.A. 394, S. 2–5; 1963, P.A. 614, S. 5; 1967, P.A. 204; 1971, P.A. 871, S. 114; P.A. 77-211, S. 2; P.A.…
Conn. Gen. Stat. §§ 33-423 to 33-432 Nonstock corporations: Corporate formation and powers.
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Secs. 33-423 to 33-432. Nonstock corporations: Corporate formation and powers. Sections 33-423 to 33-432, inclusive, are repealed, effective January 1, 1997. (1959, P.A. 617, S. 5–14; 1961, P.A. 394, S. 6–10; 1963, P.A. 103, S. 1; 1967, P.A. 30, S. 13, 14; 1969, P.A. 499, S. 1; 7…
Conn. Gen. Stat. §§ 33-433 to 33-441 Nonstock corporations: State administration.
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Secs. 33-433 to 33-441. Nonstock corporations: State administration. Sections 33-433 to 33-441, inclusive, are repealed, effective January 1, 1997. (1959, P.A. 617, S. 15–23; 1961 P.A. 394, S. 11–19; 517, S. 105; 1963, P.A. 614, S. 10, 11; February, 1965, P.A. 397, S. 1, 2; 1967,…
Conn. Gen. Stat. §§ 33-442 to 33-446 Nonstock corporations: Corporate administration.
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Secs. 33-442 to 33-446. Nonstock corporations: Corporate administration. Sections 33-442 to 33-446, inclusive, are repealed, effective January 1, 1997. (1959, P.A. 617, S. 24–28; 1961, P.A. 394, S. 20, 21; 1963, P.A. 614, S. 14; February, 1965, P.A. 452, S. 14, 15; P.A. 96-256, S…
Conn. Gen. Stat. §§ 33-447 to 33-453a Board of directors. Number, election, classification, term, qualification. Proceeding to determine validity of election or appointment of directors or officers. Directors' meetings, notice, quorum, action. Vacancies, removal, replacement. Directors' committees. Officers, appointment or election, removal. Notice to be filed that director or officer has ceased to be in office or has been appointed or elected to office.
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Secs. 33-447 to 33-453a. Board of directors. Number, election, classification, term, qualification. Proceeding to determine validity of election or appointment of directors or officers. Directors' meetings, notice, quorum, action. Vacancies, removal, replacement. Directors' commi…
Conn. Gen. Stat. § 33-454 Indemnification and reimbursement of directors, officers and employees and their representatives.
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Sec. 33-454. Indemnification and reimbursement of directors, officers and employees and their representatives. Section 33-454 is repealed. (1959, P.A. 617, S. 36; 1961, P.A. 394, S. 26; 1971, P.A. 360, S. 31.)
Conn. Gen. Stat. §§ 33-454a to 33-457 Indemnification of corporation members, directors, officers and employees against judgments, fines and penalties. Liability of directors. Jurisdiction over and service on nonresident directors. Corporate transactions with directors and others.
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Secs. 33-454a to 33-457. Indemnification of corporation members, directors, officers and employees against judgments, fines and penalties. Liability of directors. Jurisdiction over and service on nonresident directors. Corporate transactions with directors and others. Sections 33…
Conn. Gen. Stat. §§ 33-458 to 33-472 Nonstock corporations: Membership rights and liabilities.
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Secs. 33-458 to 33-472. Nonstock corporations: Membership rights and liabilities. Sections 33-458 to 33-472, inclusive, are repealed, effective January 1, 1997. (1959, P.A. 617, S. 40–54; 1961, P.A. 394, S. 32–37; 1963, P.A. 614, S. 16; February, 1965, P.A. 452, S. 16, 17; 1967, …
Conn. Gen. Stat. §§ 33-473 to 33-483 Nonstock corporations: Fundamental changes.
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Secs. 33-473 to 33-483. Nonstock corporations: Fundamental changes. Sections 33-473 to 33-483, inclusive, are repealed, effective January 1, 1997. (1959, P.A. 617, S. 55–65; 1961, P.A. 394, S. 38–41; 1963, P.A. 614, S. 15; February, 1965, P.A. 452, S. 18; 1967, P.A. 30, S. 20, 21…
Conn. Gen. Stat. §§ 33-484 to 33-497 Methods of dissolution. Dissolution by resolution. Dissolution by expiration. Adoption of plan for distribution of assets. Effect of dissolution. Winding up. Liquidating distribution of assets. Petition to Superior Court re matters relative to distribution. Petition for judicial winding up. Procedure by court; receiver. Priority of claims in judicial winding up. Discontinuance of judicial winding up. Dissolution by forfeiture. Reinstatement after dissolution.
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Secs. 33-484 to 33-497. Methods of dissolution. Dissolution by resolution. Dissolution by expiration. Adoption of plan for distribution of assets. Effect of dissolution. Winding up. Liquidating distribution of assets. Petition to Superior Court re matters relative to distribution…
Conn. Gen. Stat. § 33-498 Distribution of undistributed assets.
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Sec. 33-498. Distribution of undistributed assets. Section 33-498 is repealed. (1959, P.A. 617, S. 80; 1961, P.A. 540, S. 31.) PART IX SPECIALLY CHARTERED CORPORATIONS
Conn. Gen. Stat. §§ 33-499 to 33-503a Nonstock corporations: Specially chartered corporations.
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Secs. 33-499 to 33-503a. Nonstock corporations: Specially chartered corporations. Sections 33-499 to 33-503a, inclusive, are repealed, effective January 1, 1997. (1959, P.A. 617, S. 81–85; 1961, P.A. 394, S. 49–51; 1963, P.A. 614, S. 7; P.A. 73-17; 73-382, S. 11, 12; P.A. 78-204,…
Conn. Gen. Stat. §§ 33-504 to 33-511 Restrictions on foreign corporations. Authority to conduct affairs. Acquisition and conveyance of property; acts which do not constitute conducting affairs. Requirements for corporate name. Application for certificate of authority. Appointment of agent for service of process. Powers of corporation on issuance of authority. Amended certificate of authority.
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Secs. 33-504 to 33-511. Restrictions on foreign corporations. Authority to conduct affairs. Acquisition and conveyance of property; acts which do not constitute conducting affairs. Requirements for corporate name. Application for certificate of authority. Appointment of agent for…
Conn. Gen. Stat. §§ 33-512 and 33-513 Amendment of certificate of incorporation. Filing of certificate of merger.
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Secs. 33-512 and 33-513. Amendment of certificate of incorporation. Filing of certificate of merger. Sections 33-512 and 33-513 are repealed. (1959, P.A. 617, S. 94, 95; 1961, P.A. 394, S. 64.)
Conn. Gen. Stat. §§ 33-514 to 33-520a Annual report. Failure to file annual report. Certificate of withdrawal. Revocation of certificate of authority. Effect of certificate of revocation or withdrawal. Service of process on foreign corporation. Rights and liabilities of corporation conducting affairs without authority. Limited amnesty for foreign corporations transacting business without authority.
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Secs. 33-514 to 33-520a. Annual report. Failure to file annual report. Certificate of withdrawal. Revocation of certificate of authority. Effect of certificate of revocation or withdrawal. Service of process on foreign corporation. Rights and liabilities of corporation conducting…
Conn. Gen. Stat. §§ 33-521 to 33-526 Nonstock corporations: Miscellaneous provisions.
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Secs. 33-521 to 33-526. Nonstock corporations: Miscellaneous provisions. Sections 33-521 to 33-526, inclusive, are repealed, effective January 1, 1997. (1959, P.A. 617, S. 103–108; 1961, P.A. 394, S. 63; P.A. 96-256, S. 208, 209.)
Conn. Gen. Stat. §§ 33-527 to 33-599 33-527 to 33-599
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Secs. 33-527 to 33-599. Reserved for future use.
Conn. Gen. Stat. § 33-600 Short title: Connecticut Business Corporation Act.
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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.
Conn. Gen. Stat. § 33-601 Construction of statutes.
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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…
Conn. Gen. Stat. § 33-602 Definitions.
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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…
Conn. Gen. Stat. § 33-603 Notices and other communications.
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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 …
Conn. Gen. Stat. § 33-603a Householding.
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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…
Conn. Gen. Stat. § 33-604 Number of shareholders.
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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…
Conn. Gen. Stat. § 33-605 Qualified director.
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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…
Conn. Gen. Stat. § 33-606 Defective corporate actions. Definitions.
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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…
Conn. Gen. Stat. § 33-606a Defective corporate action not void or voidable, when.
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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…
Conn. Gen. Stat. § 33-606b Ratification of defective corporate actions.
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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…
Conn. Gen. Stat. § 33-606c Action on ratification.
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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…
Conn. Gen. Stat. § 33-606d Notice requirements re action on ratification.
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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 …
Conn. Gen. Stat. § 33-606e Effect of ratification.
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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…
Conn. Gen. Stat. § 33-606f Filings.
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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…
Conn. Gen. Stat. § 33-606g Judicial proceeding re validity of corporate action.
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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…
Conn. Gen. Stat. § 33-607 33-607
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Sec. 33-607. Reserved for future use.
Conn. Gen. Stat. § 33-608 Filing requirements.
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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…
Conn. Gen. Stat. § 33-609 Forms. Mailing address.
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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 …
Conn. Gen. Stat. § 33-610 Effective time and date of document.
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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…
Conn. Gen. Stat. § 33-611 Correcting filed document.
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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)…
Conn. Gen. Stat. § 33-612 Filing duty of Secretary of the State.
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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…