Title 33, Title 33: Corporations

Sec. 33-900. Election to purchase in lieu of dissolution. (a) In a proceeding under subdivision (1) of subsection (a) of section 33-896 to dissolve a corporation, the corporation may elect or, if it fails to elect, one or more shareholders may elect to purchase all shares owned b…

Secs. 33-901 and 33-902. Reserved for future use. (D) MISCELLANEOUS PROVISIONS

Sec. 33-903. Deposit of assets with State Treasurer or other state official. Assets of a dissolved corporation that should be transferred to a creditor, claimant or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash…

Secs. 33-904 to 33-909. Reserved for future use. PART XV SPECIALLY CHARTERED CORPORATIONS

Sec. 33-910. Provisions applicable to specially chartered corporations. (a) Except as otherwise provided in sections 33-910 to 33-914, inclusive, all provisions of sections 33-600 to 33-998, inclusive, shall govern and apply to specially chartered corporations formed before or af…

Sec. 33-911. 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 33-600 to 33-998…

Sec. 33-912. 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 b…

Sec. 33-913. Surrender of charter and reincorporation. (a) Any specially chartered corporation may surrender its charter and reincorporate under sections 33-600 to 33-998, inclusive, in the manner provided in this section, provided its certificate of incorporation upon effecting …

Sec. 33-914. Franchise tax. (a) Specially chartered corporations formed after January 1, 1961, shall pay franchise tax as provided in section 33-618. (b) A specially chartered corporation in existence on January 1, 1961, shall, in respect of the number of shares which it is autho…

Secs. 33-915 to 33-919. Reserved for future use. PART XVI FOREIGN CORPORATIONS (A) CERTIFICATE OF AUTHORITY

Sec. 33-920. Authority to transact business required. (a) A foreign corporation, other than an insurance, surety or indemnity company, may not transact business in this state until it obtains a certificate of authority from the Secretary of the State. No foreign corporation engag…

Sec. 33-921. Consequences of transacting business without authority. (a) A foreign corporation transacting business 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 succe…

Sec. 33-921a. Limited amnesty for foreign corporation transacting business without authority. Notwithstanding any provision of sections 33-600 to 33-998, inclusive, any foreign corporation transacting business in this state without a certificate of authority that voluntarily come…

Sec. 33-922. Application for certificate of authority. (a) A foreign corporation may apply for a certificate of authority to transact business 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…

Sec. 33-923. Amended certificate of authority. (a) A foreign corporation authorized to transact business 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…

Sec. 33-924. Effect of certificate of authority. (a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in sections 33-600 to 33-9…

Sec. 33-925. Corporate name of foreign corporation. (a) The corporate name of a foreign corporation must satisfy the requirements of section 33-665. If the corporate name of a foreign corporation does not satisfy the requirements of section 33-655, the foreign corporation in orde…

Sec. 33-926. Registered office and registered agent of foreign corporation. (a) Each foreign corporation authorized to transact business in this state shall continuously maintain in this state: (1) A registered office that may be the same as any of its places of business; and (2)…

Sec. 33-927. Change of registered office or registered agent of foreign corporation. (a) A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the Secretary of the State for filing a statement of …

Sec. 33-928. 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 …

Sec. 33-929. Service of process on foreign corporation. (a) The registered agent of a foreign corporation authorized to transact business 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 cor…

Secs. 33-930 and 33-931. Reserved for future use. (B) WITHDRAWAL

Sec. 33-932. Withdrawal of foreign corporation. (a) A foreign corporation authorized to transact business 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 transact …

Secs. 33-933 and 33-934. Reserved for future use. (C) REVOCATION OF CERTIFICATE OF AUTHORITY

Sec. 33-935. Grounds for revocation. The Secretary of the State may commence a proceeding under section 33-936 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if: (1) The foreign corporation has failed to file its annu…

Sec. 33-936. Procedure for and effect of revocation. (a) If the Secretary of the State determines that one or more grounds exist under section 33-935 for revocation of a certificate of authority, the Secretary shall notify the foreign corporation by electronic mail addressed to s…

Sec. 33-937. 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 33-929. The foreign…

Secs. 33-938 to 33-944. Reserved for future use. PART XVII RECORDS AND REPORTS (A) RECORDS

Sec. 33-945. Corporate records. (a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting and a record of all actions taken by a c…

Sec. 33-946. Inspection of records by shareholders. (a) A shareholder of a corporation 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 33-945 if he g…

Sec. 33-947. Scope of inspection right. (a) A shareholder's agent or attorney has the same inspection and copying rights as the shareholder represented. (b) The right to copy records under section 33-946 includes, if reasonable, the right to receive copies by xerographic or other…

Sec. 33-948. Court-ordered inspection. (a) If a corporation does not allow a shareholder who complies with subsection (a) of section 33-946 to inspect and copy any records required by that subsection to be available for inspection, the superior court for the judicial district whe…

Sec. 33-949. 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, …

Sec. 33-950. Exception to notice requirement. (a) Whenever notice would otherwise be required to be given under any provision of sections 33-600 to 33-998, inclusive, to a shareholder, such notice need not be given if: (1) Notices to the shareholders of two consecutive annual mee…

Sec. 33-951. Financial statements for shareholders. (a) A corporation, except a corporation required by law to file financial reports with the Banking Commissioner, the Insurance Commissioner or the Public Utilities Regulatory Authority, shall furnish its shareholders annual fina…

Sec. 33-952. Other reports to shareholders. Section 33-952 is repealed, effective October 1, 2001. (P.A. 94-186, S. 203, 215; P.A. 01-199, S. 47.)

Sec. 33-953. Reports. (a) Each domestic corporation, except banks, trust companies, insurance or surety companies, savings and loan associations and public service companies, as defined in section 16-1, and each foreign corporation authorized to transact business in this state, s…

Sec. 33-954. Failure to file report. Incorrect report. (a) Any corporation required to file annual reports as provided in section 33-953, 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) T…

Sec. 33-955. 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 33-953 change after the corporation has filed its most current ann…

Secs. 33-956 to 33-994. Reserved for future use. PART XVIII MISCELLANEOUS PROVISIONS

Sec. 33-995. Applicability to domestic corporations in existence on January 1, 1997. Sections 33-600 to 33-998, inclusive, apply to all domestic corporations in existence on January 1, 1997, that were incorporated under any general statute of this state providing for incorporatio…

Sec. 33-996. Applicability to qualified foreign corporations. A foreign corporation authorized to transact business in this state on January 1, 1997, is subject to sections 33-600 to 33-998, inclusive, but is not required to obtain a new certificate of authority to transact busin…

Sec. 33-997. Saving provisions. (a) Except as provided in subsection (b) of this section, the repeal of a statute by public act 94-186 does not affect: (1) The operation of the statute or any action taken under it before its repeal; (2) any ratification, right, remedy, privilege,…

Sec. 33-997a. Reservation of power to amend or repeal. The General Assembly has power to amend or repeal all or part of sections 33-600 to 33-998, inclusive, at any time, and all domestic and foreign corporations subject to said sections are governed by the amendment or repeal. (…

Sec. 33-998. Severability. If any provision of sections 33-600 to 33-998, inclusive, or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of said sections that can be…

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.