Title 33 — Title 33: Corporations
22 chapters · 690 sections in this title.
Conn. Gen. Stat. § 33-887b Duties of directors of dissolved corporation.
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Sec. 33-887b. 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 shareholders after payment of or prov…
Conn. Gen. Stat. §§ 33-888 and 33-889 33-888 and 33-889
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Secs. 33-888 and 33-889. Reserved for future use. (B) ADMINISTRATIVE DISSOLUTION
Conn. Gen. Stat. § 33-890 Administrative dissolution.
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Sec. 33-890. 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 one year in default of filing its annual report as required by section 33-953,…
Conn. Gen. Stat. § 33-891 Effect of administrative dissolution.
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Sec. 33-891. Effect of administrative dissolution. (a) A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under section 33-884 and notify claimants un…
Conn. Gen. Stat. § 33-892 Reinstatement following administrative dissolution.
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Sec. 33-892. 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 th…
Conn. Gen. Stat. § 33-893 Appeal from refusal of reinstatement.
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Sec. 33-893. 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. §§ 33-894 and 33-895 33-894 and 33-895
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Secs. 33-894 and 33-895. Reserved for future use. (C) JUDICIAL DISSOLUTION
Conn. Gen. Stat. § 33-896 Grounds for judicial dissolution.
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Sec. 33-896. 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 shareholder if it is establis…
Conn. Gen. Stat. § 33-897 Procedure for judicial dissolution.
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Sec. 33-897. Procedure for judicial dissolution. (a) Venue for a proceeding brought by any party named in section 33-896 lies in the judicial district where a corporation's principal office or, if none in this state, its registered office is or was last located. (b) It is not nec…
Conn. Gen. Stat. § 33-898 Receivership or custodianship.
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Sec. 33-898. Receivership or custodianship. (a) Unless an election to purchase has been filed under section 33-900, 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, …
Conn. Gen. Stat. § 33-899 Decree of dissolution.
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Sec. 33-899. Decree of dissolution. (a) If after a hearing the court determines that one or more grounds for judicial dissolution described in section 33-896 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the cler…
Conn. Gen. Stat. § 33-900 Election to purchase in lieu of dissolution.
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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…
Conn. Gen. Stat. §§ 33-901 and 33-902 33-901 and 33-902
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Secs. 33-901 and 33-902. Reserved for future use. (D) MISCELLANEOUS PROVISIONS
Conn. Gen. Stat. § 33-903 Deposit of assets with State Treasurer or other state official.
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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…
Conn. Gen. Stat. §§ 33-904 to 33-909 33-904 to 33-909
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Secs. 33-904 to 33-909. Reserved for future use. PART XV SPECIALLY CHARTERED CORPORATIONS
Conn. Gen. Stat. § 33-910 Provisions applicable to specially chartered corporations.
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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…
Conn. Gen. Stat. § 33-911 Formation of specially chartered corporation.
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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…
Conn. Gen. Stat. § 33-912 Amendment of special charter.
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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…
Conn. Gen. Stat. § 33-913 Surrender of charter and reincorporation.
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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 …
Conn. Gen. Stat. § 33-914 Franchise tax.
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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…
Conn. Gen. Stat. §§ 33-915 to 33-919 33-915 to 33-919
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Secs. 33-915 to 33-919. Reserved for future use. PART XVI FOREIGN CORPORATIONS (A) CERTIFICATE OF AUTHORITY
Conn. Gen. Stat. § 33-920 Authority to transact business required.
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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…
Conn. Gen. Stat. § 33-921 Consequences of transacting business without authority.
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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…
Conn. Gen. Stat. § 33-921a Limited amnesty for foreign corporation transacting business without authority.
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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…
Conn. Gen. Stat. § 33-922 Application for certificate of authority.
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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…
Conn. Gen. Stat. § 33-923 Amended certificate of authority.
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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…
Conn. Gen. Stat. § 33-924 Effect of certificate of authority.
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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…
Conn. Gen. Stat. § 33-925 Corporate name of foreign corporation.
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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…
Conn. Gen. Stat. § 33-926 Registered office and registered agent of foreign corporation.
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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)…
Conn. Gen. Stat. § 33-927 Change of registered office or registered agent of foreign corporation.
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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 …
Conn. Gen. Stat. § 33-928 Resignation of registered agent of foreign corporation.
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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 …
Conn. Gen. Stat. § 33-929 Service of process on foreign corporation.
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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…
Conn. Gen. Stat. §§ 33-930 and 33-931 33-930 and 33-931
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Secs. 33-930 and 33-931. Reserved for future use. (B) WITHDRAWAL
Conn. Gen. Stat. § 33-932 Withdrawal of foreign corporation.
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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 …
Conn. Gen. Stat. §§ 33-933 and 33-934 33-933 and 33-934
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Secs. 33-933 and 33-934. Reserved for future use. (C) REVOCATION OF CERTIFICATE OF AUTHORITY
Conn. Gen. Stat. § 33-935 Grounds for revocation.
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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…
Conn. Gen. Stat. § 33-936 Procedure for and effect of revocation.
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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…
Conn. Gen. Stat. § 33-937 Appeal from revocation.
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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…
Conn. Gen. Stat. §§ 33-938 to 33-944 33-938 to 33-944
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Secs. 33-938 to 33-944. Reserved for future use. PART XVII RECORDS AND REPORTS (A) RECORDS
Conn. Gen. Stat. § 33-945 Corporate records.
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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…
Conn. Gen. Stat. § 33-946 Inspection of records by shareholders.
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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…
Conn. Gen. Stat. § 33-947 Scope of inspection right.
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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…
Conn. Gen. Stat. § 33-948 Court-ordered inspection.
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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…
Conn. Gen. Stat. § 33-949 Inspection of records by directors.
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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, …
Conn. Gen. Stat. § 33-950 Exception to notice requirement.
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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…
Conn. Gen. Stat. § 33-951 Financial statements for shareholders.
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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…
Conn. Gen. Stat. § 33-952 Other reports to shareholders.
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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.)
Conn. Gen. Stat. § 33-953 Reports.
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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…
Conn. Gen. Stat. § 33-954 Failure to file report. Incorrect report.
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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…
Conn. Gen. Stat. § 33-955 Interim notice of change of director or officer.
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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…