Title 33 — Title 33: Corporations
22 chapters · 690 sections in this title.
Conn. Gen. Stat. § 33-1109 Officers.
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Sec. 33-1109. Officers. (a) A corporation has the offices described in its bylaws. Officers shall be appointed or elected at such time and in such manner as may be prescribed by the bylaws and, in the absence of applicable bylaws, shall be elected by the directors. (b) An officer…
Conn. Gen. Stat. § 33-1110 Functions of officers.
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Sec. 33-1110. Functions of officers. Each officer has the authority and shall perform the functions set forth in the bylaws, or to the extent consistent with the bylaws, the functions prescribed by the board of directors or by direction of an officer authorized by the board of di…
Conn. Gen. Stat. § 33-1111 Standards of conduct for officers.
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Sec. 33-1111. Standards of conduct for officers. (a) An officer with discretionary authority shall discharge his duties under that authority: (1) In good faith; (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) i…
Conn. Gen. Stat. § 33-1112 Resignation and removal of officers.
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Sec. 33-1112. Resignation and removal of officers. (a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective time. If a resignation is made effective at a la…
Conn. Gen. Stat. § 33-1113 Contract rights of officers.
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Sec. 33-1113. Contract rights of officers. (a) The appointment of an officer does not itself create contract rights. (b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's co…
Conn. Gen. Stat. §§ 33-1114 and 33-1115 33-1114 and 33-1115
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Secs. 33-1114 and 33-1115. Reserved for future use. (E) INDEMNIFICATION
Conn. Gen. Stat. § 33-1116 Definitions.
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Sec. 33-1116. Definitions. As used in sections 33-1116 to 33-1125, inclusive: (1) “Corporation” includes any domestic or foreign predecessor entity of a corporation in a merger. (2) “Director” or “officer” means an individual who is or was a director or officer, respectively, of …
Conn. Gen. Stat. § 33-1117 Permissible indemnification.
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Sec. 33-1117. Permissible indemnification. (a) Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because he is a director against liability incurred in the proceeding if: (1) (A) He conducted himself in good fai…
Conn. Gen. Stat. § 33-1118 Mandatory indemnification.
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Sec. 33-1118. Mandatory indemnification. A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he was a director of the corporation against reasonable expenses incurred by h…
Conn. Gen. Stat. § 33-1119 Advance for expenses.
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Sec. 33-1119. Advance for expenses. (a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual …
Conn. Gen. Stat. § 33-1120 Court-ordered indemnification and advance for expenses.
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Sec. 33-1120. Court-ordered indemnification and advance for expenses. (a) A director who is a party to a proceeding because he is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdicti…
Conn. Gen. Stat. § 33-1121 Determination and authorization of indemnification.
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Sec. 33-1121. Determination and authorization of indemnification. (a) A corporation may not indemnify a director under section 33-1117 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director has met …
Conn. Gen. Stat. § 33-1122 Indemnification of and advance for expenses to officers, employees and agents.
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Sec. 33-1122. Indemnification of and advance for expenses to officers, employees and agents. (a) A corporation may indemnify and advance expenses under sections 33-1116 to 33-1125, inclusive, to an officer, employee or agent of the corporation who is a party to a proceeding becau…
Conn. Gen. Stat. § 33-1123 Insurance.
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Sec. 33-1123. Insurance. A corporation may purchase and maintain insurance on behalf of an individual who is a director, officer, employee or agent of the corporation, or who, while a director, officer, employee or agent of the corporation, serves at the corporation's request as …
Conn. Gen. Stat. § 33-1124 Variation by corporate action.
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Sec. 33-1124. Variation by corporate action. (a) A corporation may, by a provision in its certificate of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or members, obligate itself in advance of the act or omission giving rise t…
Conn. Gen. Stat. § 33-1125 Exclusivity of provisions.
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Sec. 33-1125. Exclusivity of provisions. A corporation may provide indemnification of or advance expenses to a director, officer, employee or agent only as permitted by sections 33-1116 to 33-1124, inclusive. (P.A. 97-246, S. 63, 99.) History: P.A. 97-246 effective June 27, 1997.…
Conn. Gen. Stat. § 33-1126 33-1126
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Sec. 33-1126. Reserved for future use. (F) DIRECTORS' CONFLICTING INTEREST TRANSACTIONS
Conn. Gen. Stat. § 33-1127 Definitions.
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Sec. 33-1127. Definitions. As used in sections 33-1127 to 33-1130, inclusive: (1) “Director's conflicting interest transaction” means a transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation, (A) to which, at the relevant…
Conn. Gen. Stat. § 33-1128 Judicial action.
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Sec. 33-1128. Judicial action. (a) A transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation, may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the cor…
Conn. Gen. Stat. § 33-1129 Directors' action.
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Sec. 33-1129. Directors' action. (a) Directors' action respecting a director's conflicting interest transaction is effective for purposes of subdivision (1) of subsection (b) of section 33-1128 if the transaction has been authorized by the affirmative vote of a majority, but no f…
Conn. Gen. Stat. § 33-1130 Members' action.
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Sec. 33-1130. Members' action. (a) Members' action respecting a director's conflicting interest transaction is effective for purposes of subdivision (2) of subsection (b) of section 33-1128 if a majority of the votes cast by the members entitled to vote are in favor of the transa…
Conn. Gen. Stat. § 33-1131 Taking advantage of a business opportunity.
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Sec. 33-1131. Taking advantage of a business opportunity. (a) A director's taking advantage, directly or indirectly, of a business opportunity may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against the director, in a proceeding …
Conn. Gen. Stat. §§ 33-1132 to 33-1139 33-1132 to 33-1139
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Secs. 33-1132 to 33-1139. Reserved for future use. PART VIII AMENDMENT OF CERTIFICATE OF INCORPORATIONAND BYLAWS (A) AMENDMENT OF CERTIFICATE OF INCORPORATION
Conn. Gen. Stat. § 33-1140 Authority to amend.
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Sec. 33-1140. Authority to amend. (a) A corporation may amend its certificate of incorporation at any time to add or change a provision that is required or permitted in the certificate of incorporation or to delete a provision not required in the certificate of incorporation. Whe…
Conn. Gen. Stat. § 33-1141 Certain amendments by board of directors.
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Sec. 33-1141. Certain amendments by board of directors. Unless the certificate of incorporation provides otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's certificate of incorporation without member action: (1) To extend the durat…
Conn. Gen. Stat. § 33-1142 Amendment by board of directors and members.
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Sec. 33-1142. Amendment by board of directors and members. (a) If a corporation has members, an amendment to the certificate of incorporation shall be adopted as provided in this section. A proposed amendment must be adopted by the board of directors. (b) (1) Except as provided i…
Conn. Gen. Stat. § 33-1143 Amendments by incorporators.
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Sec. 33-1143. Amendments by incorporators. If a corporation has no members entitled to vote on the proposed amendment to the certificate of incorporation, the incorporators may, at any time and from time to time, before the corporation has directors amend the certificate of incor…
Conn. Gen. Stat. § 33-1144 Certificate of amendment.
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Sec. 33-1144. Certificate of amendment. After an amendment to the certificate of incorporation has been adopted and approved in the manner required by sections 33-1140 to 33-1147, inclusive, and by the certificate of incorporation, the corporation shall deliver to the Secretary o…
Conn. Gen. Stat. § 33-1145 Restated certificate of incorporation.
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Sec. 33-1145. Restated certificate of incorporation. (a) A corporation's board of directors may restate its certificate of incorporation at any time, with or without member approval, to consolidate all amendments into a single document. (b) If the restated certificate includes on…
Conn. Gen. Stat. § 33-1146 Amendment pursuant to reorganization.
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Sec. 33-1146. Amendment pursuant to reorganization. (a) A corporation's certificate of incorporation may be amended without action by the board of directors or the members to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal …
Conn. Gen. Stat. § 33-1147 Effect of amendment.
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Sec. 33-1147. Effect of amendment. An amendment to a certificate of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party or the existing rights of persons other than members of the corpor…
Conn. Gen. Stat. §§ 33-1148 and 33-1149 33-1148 and 33-1149
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Secs. 33-1148 and 33-1149. Reserved for future use. (B) AMENDMENT OF BYLAWS
Conn. Gen. Stat. § 33-1150 Amendment by board of directors or members.
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Sec. 33-1150. Amendment by board of directors or members. (a) A corporation's board of directors may amend or repeal the corporation's bylaws unless: (1) The certificate of incorporation or sections 33-1000 to 33-1290, inclusive, reserve this power exclusively to the members in w…
Conn. Gen. Stat. § 33-1151 Bylaw increasing quorum or voting requirement for members.
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Sec. 33-1151. Bylaw increasing quorum or voting requirement for members. (a) If authorized by the certificate of incorporation, the members may adopt or amend a bylaw that fixes a greater quorum or voting requirement for members or classes of members than is required by sections …
Conn. Gen. Stat. § 33-1152 Bylaw increasing quorum or voting requirement for directors.
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Sec. 33-1152. 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 members to be held at a place may be amended or repealed: (1) If originally adopted by…
Conn. Gen. Stat. §§ 33-1153 and 33-1154 33-1153 and 33-1154
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Secs. 33-1153 and 33-1154. Reserved for future use. PART IX MERGER
Conn. Gen. Stat. § 33-1155 Merger.
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Sec. 33-1155. Merger. (a) One or more corporations may merge with another corporation pursuant to a plan of merger. For the purposes of sections 33-1155 to 33-1159a, inclusive, “survivor” means, in a merger, the corporation into which one or more other corporations are merged. A …
Conn. Gen. Stat. § 33-1156 Action on plan of merger.
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Sec. 33-1156. Action on plan of merger. In the case of a domestic corporation that is a party to a merger: (1) The plan of merger must be adopted by the board of directors. After adopting a plan of merger, the board of directors of each corporation party to the merger shall submi…
Conn. Gen. Stat. § 33-1157 Certificate of merger.
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Sec. 33-1157. Certificate of merger. (a) After a plan of merger has been adopted and approved as required by sections 33-1000 to 33-1290, inclusive, a certificate of merger shall be executed on behalf of each party to the merger by any officer or other duly authorized representat…
Conn. Gen. Stat. § 33-1158 Effect of merger.
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Sec. 33-1158. Effect of merger. 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 merged into the surv…
Conn. Gen. Stat. § 33-1159 Merger with foreign corporation.
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Sec. 33-1159. Merger with foreign corporation. Section 33-1159 is repealed, effective July 1, 2003. (P.A. 96-256, S. 112, 209; P.A. 97-246, S. 68, 99; P.A. 03-18, S. 76.)
Conn. Gen. Stat. § 33-1159a Merger with foreign corporation.
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Sec. 33-1159a. Merger with foreign corporation. (a) One or more foreign corporations, as defined in section 33-1002, may merge with one or more domestic corporations, as defined in section 33-1002, if: (1) The merger is permitted by the law of the state or country under whose law…
Conn. Gen. Stat. § 33-1159b Abandoned merger.
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Sec. 33-1159b. Abandoned merger. (a) Unless otherwise provided in a plan of merger, after the plan has been adopted and approved as required by sections 33-1155 to 33-1158, inclusive, and at any time before the merger has become effective, the merger may be abandoned by any party…
Conn. Gen. Stat. §§ 33-1160 to 33-1164 33-1160 to 33-1164
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Secs. 33-1160 to 33-1164. Reserved for future use. PART X SALE OF ASSETS
Conn. Gen. Stat. § 33-1165 Sale or other disposition of assets in regular course of affairs. Mortgage or other encumbrance or transfer of assets.
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Sec. 33-1165. Sale or other disposition of assets in regular course of affairs. Mortgage or other encumbrance or transfer of assets. No approval of the members of a corporation is required, unless the certificate of incorporation otherwise provides: (1) To sell, lease, exchange o…
Conn. Gen. Stat. § 33-1166 Sale or other disposition of assets leaving no significant continuing activity.
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Sec. 33-1166. Sale or other disposition of assets leaving no significant continuing activity. (a) Unless the certificate of incorporation provides otherwise, a sale, lease, exchange or other disposition of assets, other than a disposition described in section 33-1165, requires ap…
Conn. Gen. Stat. §§ 33-1167 to 33-1169 33-1167 to 33-1169
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Secs. 33-1167 to 33-1169. Reserved for future use. PART XI DISSOLUTION (A) VOLUNTARY DISSOLUTION
Conn. Gen. Stat. § 33-1170 Dissolution by incorporators or initial directors.
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Sec. 33-1170. Dissolution by incorporators or initial directors. A majority of the initial directors or, if the initial directors have not been appointed, two-thirds of the incorporators, of a corporation that has no member entitled to vote upon dissolution, and that has not comm…
Conn. Gen. Stat. § 33-1171 Dissolution by resolution of board of directors and members.
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Sec. 33-1171. Dissolution by resolution of board of directors and members. (a) A corporation's board of directors may propose dissolution for submission to those members who are entitled to vote thereon, if any. (b) For a proposal to dissolve to be adopted: (1) The board of direc…
Conn. Gen. Stat. § 33-1172 Certificate of dissolution.
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Sec. 33-1172. 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…