Title 33, Title 33: Corporations

Sec. 33-1184. 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…

Secs. 33-1185 and 33-1186. Reserved for future use. (C) JUDICIAL DISSOLUTION

Sec. 33-1187. 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 member or a director if it i…

Sec. 33-1188. Procedure for judicial dissolution. (a) Venue for a proceeding by the Attorney General to dissolve a corporation lies in the superior court for the judicial district of Hartford. Venue for a proceeding brought by any other party named in section 33-1187 lies in the …

Sec. 33-1189. Receivership or custodianship. (a) 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, the activities and affairs of the corporation. The court shall hold…

Sec. 33-1190. Decree of dissolution. (a) If after a hearing the court determines that one or more grounds for judicial dissolution described in section 33-1187 exist, it may, in the case of the grounds specified in subsection (a) of said section, and shall, in the case of the gro…

Secs. 33-1191 and 33-1192. Reserved for future use. (D) MISCELLANEOUS PROVISIONS

Sec. 33-1193. Deposit of assets with State Treasurer or other state official. Assets of a dissolved corporation that should be transferred to a creditor, claimant or member of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and…

Secs. 33-1194 to 33-1199. Reserved for future use. PART XII SPECIALLY CHARTERED CORPORATIONS

Sec. 33-1200. Provisions applicable to specially chartered corporations. (a) Except as otherwise provided in subsection (e) of section 33-1035 and sections 33-1200 to 33-1205, inclusive, all provisions of sections 33-1000 to 33-1290, inclusive, shall govern and apply to specially…

Sec. 33-1201. 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 33-1000 to 33-1…

Sec. 33-1202. 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 …

Sec. 33-1203. Surrender of charter and reincorporation. (a) Any specially chartered corporation may surrender its charter and reincorporate under sections 33-1000 to 33-1290, inclusive, in the manner provided in this section, provided its certificate of incorporation upon effecti…

Sec. 33-1204. Franchise tax. Specially chartered corporations incorporated or reincorporated after January 1, 1961, shall pay franchise tax as provided in section 33-1014. (P.A. 96-256, S. 137, 209.) History: P.A. 96-256 effective January 1, 1997.

Sec. 33-1205. Dissolution of specially chartered beach association. Except as otherwise provided by special act, any specially chartered beach association may be dissolved in the manner provided in sections 33-1170 to 33-1193, inclusive. (P.A. 96-256, S. 138, 209.) History: P.A. …

Secs. 33-1206 to 33-1209. Reserved for future use. PART XIII FOREIGN CORPORATIONS (A) CERTIFICATE OF AUTHORITY

Sec. 33-1210. Authority to conduct affairs required. (a) A foreign corporation, other than an insurance, surety or indemnity company, may not conduct affairs in this state until it obtains a certificate of authority from the Secretary of the State. No foreign corporation conducti…

Sec. 33-1211. Consequences of conducting affairs without authority. (a) A foreign corporation conducting affairs 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 successo…

Sec. 33-1212. Application for certificate of authority. (a) A foreign corporation may apply for a certificate of authority to conduct affairs 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. 33-1213. Amended certificate of authority. (a) A foreign corporation authorized to conduct affairs 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. 33-1214. Effect of certificate of authority. (a) A certificate of authority authorizes the foreign corporation to which it is issued to conduct affairs in this state subject, however, to the right of the state to revoke the certificate as provided in sections 33-1000 to 33-1…

Sec. 33-1215. Corporate name of foreign corporation. (a) The corporate name of a foreign corporation must satisfy the requirements of section 33-1045. If the corporate name of a foreign corporation does not satisfy the requirements of section 33-1045, the foreign corporation in o…

Sec. 33-1216. Registered office and registered agent of foreign corporation. (a) Each foreign corporation authorized to conduct affairs in this state shall continuously maintain in this state: (1) A registered office that may be the same as any of its offices; and (2) a registere…

Sec. 33-1217. Change of registered office or registered agent of foreign corporation. (a) A foreign corporation authorized to conduct affairs in this state may change its registered office or registered agent by delivering to the Secretary of the State for filing a statement of c…

Sec. 33-1218. 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. 33-1219. Service of process on foreign corporation. (a) The registered agent of a foreign corporation authorized to conduct affairs 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 corp…

Secs. 33-1220 and 33-1221. Reserved for future use. (B) WITHDRAWAL

Sec. 33-1222. Withdrawal of foreign corporation. (a) A foreign corporation authorized to conduct affairs 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 conduct af…

Secs. 33-1223 and 33-1224. Reserved for future use. (C) REVOCATION OF CERTIFICATE OF AUTHORITY

Sec. 33-1225. Grounds for revocation. The Secretary of the State may commence a proceeding under section 33-1226 to revoke the certificate of authority of a foreign corporation authorized to conduct affairs in this state if: (1) The foreign corporation has failed to file its annu…

Sec. 33-1226. Procedure for and effect of revocation. (a) If the Secretary of the State determines that one or more grounds exist under section 33-1225 for revocation of a certificate of authority, the Secretary shall notify such foreign corporation by electronic mail addressed t…

Sec. 33-1227. 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 33-1219. The forei…

Secs. 33-1228 to 33-1234. Reserved for future use. PART XIV RECORDS AND REPORTS (A) RECORDS

Sec. 33-1235. Corporate records. (a) A corporation shall keep as permanent records minutes of all meetings of its members, if any, and board of directors, a record of all actions taken by the members, if any, or board of directors without a meeting, and a record of all actions ta…

Sec. 33-1236. Inspection of records by members. (a) A member 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 33-1235 if he gives the corporation writ…

Sec. 33-1237. Scope of inspection right. (a) A member's agent or attorney has the same inspection and copying rights as the member represented. (b) The right to copy records under section 33-1236 includes, if reasonable, the right to receive copies by xerographic or other means, …

Sec. 33-1238. Court-ordered inspection. (a) If a corporation does not allow a member who complies with subsection (a) of section 33-1236 to inspect and copy any records required by that subsection to be available for inspection, the superior court for the judicial district where …

Sec. 33-1239. 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. 33-1240. Exception to notice requirement. (a) Whenever notice is required to be given under any provision of sections 33-1000 to 33-1290, inclusive, to any member, such notice shall not be required to be given if notice of two consecutive annual meetings, and all notices of …

Sec. 33-1241. Financial statements. (a) A corporation shall prepare annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates, as appropriate, that include a balance sheet as of the end of th…

Sec. 33-1242. Other reports to members. Section 33-1242 is repealed, effective October 1, 2001. (P.A. 96-256, S. 158, 209; P.A. 01-199, S. 47.)

Sec. 33-1243. Reports. (a) Each domestic corporation, except banks, trust companies, insurance or surety companies, savings and loan associations, credit unions, public service companies, as defined in section 16-1, cemetery associations and incorporated church or religious corpo…

Sec. 33-1244. Failure to file report. Incorrect report. (a) Any corporation required to file annual reports as provided in section 33-1243, 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)…

Sec. 33-1245. 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 33-1243 change after the corporation has filed its most current a…

Secs. 33-1246 to 33-1284. Reserved for future use. PART XV MISCELLANEOUS PROVISIONS

Sec. 33-1285. Judicial relief. (a) If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members or its directors, or otherwise obtain their consent, in the manner prescribed by its certificate of incorporation, bylaws or sectio…