Title 33 — Title 33: Corporations

22 chapters · 690 sections in this title.

690 sectionsFiltered byTitle 33

Conn. Gen. Stat. § 33-807 Bylaw increasing quorum or voting requirement for shareholders.
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Sec. 33-807. Bylaw increasing quorum or voting requirement for shareholders. (a) If authorized by the certificate of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders or voting groups of shareholders than…
Conn. Gen. Stat. § 33-808 Bylaw increasing quorum or voting requirement for directors.
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Sec. 33-808. Bylaw increasing quorum or voting requirement for directors. (a) A bylaw that fixes a greater quorum or voting requirement for the board of directors or that requires a meeting of shareholders to be held at a place may be amended or repealed: (1) If originally adopte…
Conn. Gen. Stat. § 33-809 Bylaw provisions relating to the election of directors.
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Sec. 33-809. Bylaw provisions relating to the election of directors. (a) Unless the certificate of incorporation specifically prohibits the adoption of a bylaw pursuant to this section, alters the vote specified in subsection (a) of section 33-712 or provides for cumulative votin…
Conn. Gen. Stat. §§ 33-810 to 33-813 33-810 to 33-813
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Secs. 33-810 to 33-813. Reserved for future use. PART X MERGER AND SHARE EXCHANGE
Conn. Gen. Stat. § 33-814 Definitions.
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Sec. 33-814. Definitions. As used in this section and sections 33-815 to 33-821a, inclusive: (1) “Acquired corporation” means the domestic or foreign corporation that will have all of one or more classes or series of its shares acquired in a share exchange. (2) “Acquiring corpora…
Conn. Gen. Stat. § 33-815 Merger.
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Sec. 33-815. Merger. (a) One or more domestic corporations may, in accordance with the provisions of this section, merge with one or more domestic or foreign corporations pursuant to a plan of merger. (b) A foreign corporation may be a party to a merger, or may be created by the …
Conn. Gen. Stat. § 33-816 Share exchange.
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Sec. 33-816. Share exchange. (a) Through a share exchange: (1) A domestic corporation may acquire all of the shares of one or more classes or series of shares of another domestic corporation or of a foreign corporation, in exchange for shares or other securities, interests, oblig…
Conn. Gen. Stat. § 33-817 Action on plan of merger or share exchange.
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Sec. 33-817. Action on plan of merger or share exchange. In the case of a domestic corporation that is a party to a merger or the acquired corporation in a share exchange, the plan of merger or share exchange shall be adopted in the following manner: (1) The plan of merger or sha…
Conn. Gen. Stat. § 33-818 Merger of subsidiary.
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Sec. 33-818. Merger of subsidiary. (a) A domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry at least ninety per cent of the voting power of each class and series of the outstanding shares of the subsidiary that have voting powe…
Conn. Gen. Stat. § 33-819 Certificate of merger or share exchange.
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Sec. 33-819. Certificate of merger or share exchange. (a) After a plan of merger or share exchange has been adopted and approved as required by sections 33-600 to 33-998, inclusive, a certificate of merger or share exchange shall be signed on behalf of each party to the merger or…
Conn. Gen. Stat. § 33-820 Effect of merger or share exchange.
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Sec. 33-820. Effect of merger or share exchange. (a) When a merger becomes effective: (1) The corporation that is designated in the certificate of merger as the survivor continues or comes into existence, as the case may be; (2) The separate existence of every corporation that is…
Conn. Gen. Stat. § 33-821 Merger or share exchange with foreign corporation.
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Sec. 33-821. Merger or share exchange with foreign corporation. Section 33-821 is repealed, effective July 1, 2003. (P.A. 94-186, S. 138, 215; P.A. 97-246, S. 24, 99; P.A. 03-18, S. 76.)
Conn. Gen. Stat. § 33-821a Abandoned merger or share exchange.
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Sec. 33-821a. Abandoned merger or share exchange. (a) Unless otherwise provided in a plan of merger or share exchange or in the law of the state or country under which a foreign corporation or a domestic or foreign other entity that is a party to a merger or a share exchange is o…
Conn. Gen. Stat. §§ 33-822 to 33-829 33-822 to 33-829
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Secs. 33-822 to 33-829. Reserved for future use. PART XI SALE OF ASSETS
Conn. Gen. Stat. § 33-830 Sale or other disposition of assets in regular course of business. Mortgage or other encumbrance, transfer or distribution of assets.
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Sec. 33-830. Sale or other disposition of assets in regular course of business. Mortgage or other encumbrance, transfer or distribution of assets. No approval of the shareholders of a corporation is required, unless the certificate of incorporation otherwise provides: (1) To sell…
Conn. Gen. Stat. § 33-831 Sale or other disposition of assets leaving no significant continuing business activity.
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Sec. 33-831. Sale or other disposition of assets leaving no significant continuing business activity. (a) A sale, lease, exchange or other disposition of assets, other than a disposition described in section 33-830, requires approval of the corporation's shareholders if any such …
Conn. Gen. Stat. §§ 33-832 to 33-839 33-832 to 33-839
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Secs. 33-832 to 33-839. Reserved for future use. PART XII BUSINESS COMBINATIONS
Conn. Gen. Stat. § 33-840 Business combinations. Definitions.
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Sec. 33-840. Business combinations. Definitions. The terms used in sections 33-840 to 33-842, inclusive, shall be defined as follows: (1) “Affiliate”, including the term “affiliated person”, means a person that directly or indirectly through one or more intermediaries, controls, …
Conn. Gen. Stat. § 33-841 Approval of business combination.
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Sec. 33-841. Approval of business combination. In addition to any vote otherwise required by law or the certificate of incorporation of a corporation, a business combination shall first be approved by the board of directors and then be approved by the affirmative vote of at least…
Conn. Gen. Stat. § 33-842 Exceptions.
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Sec. 33-842. Exceptions. (a) For purposes of subsection (b) of this section: (1) “Announcement date” means the first general public announcement of the proposal or intention to make a proposal of the business combination or its first communication generally to shareholders of the…
Conn. Gen. Stat. § 33-843 Business combinations. Definitions.
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Sec. 33-843. Business combinations. Definitions. For the purposes of sections 33-843 to 33-845, inclusive: (1) “Affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified p…
Conn. Gen. Stat. § 33-844 Business combination with interested shareholder prohibited for five years unless approved by board of directors.
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Sec. 33-844. Business combination with interested shareholder prohibited for five years unless approved by board of directors. (a) Except as provided in section 33-845, notwithstanding anything to the contrary in sections 33-840 to 33-845, inclusive, no resident domestic corporat…
Conn. Gen. Stat. § 33-845 Excepted business combinations.
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Sec. 33-845. Excepted business combinations. The provisions of section 33-844 shall not apply: (1) To any business combination between an interested shareholder or any affiliate or associate of such interested shareholder and a resident domestic corporation which does not have a …
Conn. Gen. Stat. §§ 33-846 to 33-854 33-846 to 33-854
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Secs. 33-846 to 33-854. Reserved for future use. PART XIII APPRAISAL RIGHTS (A) RIGHT TO APPRAISAL AND PAYMENT FOR SHARES
Conn. Gen. Stat. § 33-855 Definitions.
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Sec. 33-855. Definitions. As used in this section and sections 33-856 to 33-872, inclusive: (1) “Affiliate” means a person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with another person or is a senior execu…
Conn. Gen. Stat. § 33-856 Right to appraisal.
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Sec. 33-856. Right to appraisal. (a) A shareholder is entitled to appraisal rights, and to obtain payment of the fair value of that shareholder's shares, in the event of any of the following corporate actions: (1) Consummation of a merger to which the corporation is a party (A) i…
Conn. Gen. Stat. § 33-857 Assertion of rights by nominees and beneficial owners.
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Sec. 33-857. Assertion of rights by nominees and beneficial owners. (a) A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder's name but owned by a beneficial shareholder only if the record shareholder objects with r…
Conn. Gen. Stat. §§ 33-858 and 33-859 33-858 and 33-859
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Secs. 33-858 and 33-859. Reserved for future use. (B) PROCEDURE FOR EXERCISE OF APPRAISAL RIGHTS
Conn. Gen. Stat. § 33-860 Notice of appraisal rights.
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Sec. 33-860. Notice of appraisal rights. (a) Where any corporate action specified in subsection (a) of section 33-856 is to be submitted to a vote at a shareholders' meeting, the meeting notice, or where no approval of such action is required pursuant to subdivision (10) of secti…
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…