Title 33 — Title 33: Corporations

22 chapters · 690 sections in this title.

690 sectionsFiltered byTitle 33

Conn. Gen. Stat. § 33-1240 Exception to notice requirement.
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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 …
Conn. Gen. Stat. § 33-1241 Financial statements.
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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…
Conn. Gen. Stat. § 33-1242 Other reports to members.
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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 Section 33-1242 is repealed, effective October 1, 2001.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.)
Conn. Gen. Stat. § 33-1243 Reports.
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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…
Conn. Gen. Stat. § 33-1244 Failure to file report. Incorrect report.
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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)…
Conn. Gen. Stat. § 33-1245 Interim notice of change of director or officer.
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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…
Conn. Gen. Stat. §§ 33-1246 to 33-1284 33-1246 to 33-1284
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Secs. 33-1246 to 33-1284. Reserved for future use. PART XV MISCELLANEOUS PROVISIONS
Conn. Gen. Stat. § 33-1285 Judicial relief.
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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…
Conn. Gen. Stat. § 33-1286 Applicability to domestic corporations in existence on January 1, 1997.
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Sec. 33-1286. Applicability to domestic corporations in existence on January 1, 1997. Sections 33-1000 to 33-1290, inclusive, apply to all domestic corporations in existence on January 1, 1997, that were incorporated under any general statute of this state providing for incorpora…
Conn. Gen. Stat. § 33-1287 Applicability to qualified foreign corporations.
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Sec. 33-1287. Applicability to qualified foreign corporations. A foreign corporation authorized to conduct affairs in this state on January 1, 1997, is subject to sections 33-1000 to 33-1290, inclusive, but is not required to obtain a new certificate of authority to conduct affai…
Conn. Gen. Stat. § 33-1288 Savings provisions.
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Sec. 33-1288. Savings provisions. (a) Except as provided in subsection (b) of this section, the repeal of a statute by public act 96-256* does not affect: (1) The operation of the statute or any action taken under it before its repeal; (2) any ratification, right, remedy, privile…
Conn. Gen. Stat. § 33-1289 Reservation of power to amend or repeal.
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Sec. 33-1289. Reservation of power to amend or repeal. The General Assembly has the power to amend or repeal all or part of sections 33-1000 to 33-1290, inclusive, at any time and all domestic and foreign corporations subject to said sections are governed by the amendment or repe…
Conn. Gen. Stat. § 33-1290 Severability.
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Sec. 33-1290. Severability. If any provision of sections 33-1000 to 33-1290, 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…
Conn. Gen. Stat. §§ 33-1291 to 33-1330 33-1291 to 33-1330
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Secs. 33-1291 to 33-1330. Reserved for future use.
Conn. Gen. Stat. § 33-1331 Prohibited actions re investigations.
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Sec. 33-1331. Prohibited actions re investigations. After the inception of an investigation by the state, or after reasonable knowledge by a person of the fact that a state investigation is likely to begin, no individual, and no corporation the securities of which are registered …
Conn. Gen. Stat. § 33-1332 Prohibited actions by accountants auditing certain corporations.
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Sec. 33-1332. Prohibited actions by accountants auditing certain corporations. No accountant who conducts an audit of a corporation the securities of which are registered under Section 12 of the Securities Exchange Act of 1934, as from time to time amended, or that is required to…
Conn. Gen. Stat. § 33-1333 Corporate officers required to certify financial statements. Penalties.
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Sec. 33-1333. Corporate officers required to certify financial statements. Penalties. (a) Each officer of a corporation organized under the laws of this state or authorized to transact business in this state who is subject to the requirements of 18 USC 1350 shall certify, in the …
Conn. Gen. Stat. § 33-1334 Registered public accounting firm prohibited from violating Section 10a(g) of Securities Exchange Act of 1934. Penalties.
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Sec. 33-1334. Registered public accounting firm prohibited from violating Section 10a(g) of Securities Exchange Act of 1934. Penalties. (a) It shall be unlawful for a registered public accounting firm to violate the provisions of Section 10a(g) of the Securities Exchange Act of 1…
Conn. Gen. Stat. § 33-1335 Violations deemed unfair or deceptive trade practices.
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Sec. 33-1335. Violations deemed unfair or deceptive trade practices. A violation of sections 33-1331 to 33-1334, inclusive, shall be deemed an unfair or deceptive trade practice under subsection (a) of section 42-110b, provided the provisions of section 42-110g shall not apply to…
Conn. Gen. Stat. § 33-1336 Whistle-blowing protections for employees of certain corporations.
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Sec. 33-1336. Whistle-blowing protections for employees of certain corporations. (a) No corporation organized under the laws of this state or authorized to transact business in this state, the securities of which are registered under Section 12 of the Securities Exchange Act of 1…
Conn. Gen. Stat. § 33-1337 Filing fraudulent report.
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Sec. 33-1337. Filing fraudulent report. A person is guilty of filing a fraudulent report if the person (1) knowingly or recklessly files a report, as defined in section 20-279b, which the person knows contains an untrue statement of a material fact, or (2) knowingly or recklessly…
Conn. Gen. Stat. §§ 33-1338 to 33-1349 33-1338 to 33-1349
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Secs. 33-1338 to 33-1349. Reserved for future use.
Conn. Gen. Stat. § 33-1350 Short title: Connecticut Benefit Corporation Act.
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Sec. 33-1350. Short title: Connecticut Benefit Corporation Act. Sections 33-1350 to 33-1364, inclusive, shall be known and may be cited as the “Connecticut Benefit Corporation Act”. (P.A. 14-217, S. 140.)
Conn. Gen. Stat. § 33-1351 Definitions.
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Sec. 33-1351. Definitions. As used in this section and sections 33-1352 to 33-1364, inclusive: (1) “Benefit corporation” means a business corporation (A) that has elected to become subject to the provisions of sections 33-1352 to 33-1364, inclusive, and (B) whose status as a bene…
Conn. Gen. Stat. § 33-1352 Construction of statutes.
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Sec. 33-1352. Construction of statutes. (a) The provisions of this section and sections 33-1353 to 33-1364, inclusive, shall be applicable to all benefit corporations. (b) The provisions of this section and sections 33-1353 to 33-1364, inclusive, shall not create an implication t…
Conn. Gen. Stat. § 33-1353 Incorporation of benefit corporation.
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Sec. 33-1353. Incorporation of benefit corporation. A benefit corporation shall be incorporated in accordance with the provisions of chapter 601 by filing a certificate of incorporation with the office of the Secretary of the State that states that the corporation is a benefit co…
Conn. Gen. Stat. § 33-1354 Election of benefit corporation status.
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Sec. 33-1354. Election of benefit corporation status. (a) A business corporation that is not a benefit corporation may elect to become a benefit corporation by amending its certificate of incorporation to contain, in addition to matters required by section 33-636, a statement tha…
Conn. Gen. Stat. § 33-1355 Legacy preservation provision.
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Sec. 33-1355. Legacy preservation provision. (a) A benefit corporation may, not earlier than twenty-four months after the date that it became a benefit corporation, adopt a legacy preservation provision by amending its certificate of incorporation to contain a statement that the …
Conn. Gen. Stat. § 33-1356 Termination of benefit corporation status.
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Sec. 33-1356. Termination of benefit corporation status. (a) Except for a benefit corporation that adopts a legacy preservation provision, a benefit corporation may terminate its status as such and cease to be subject to the provisions of sections 33-1352 to 33-1364, inclusive, b…
Conn. Gen. Stat. § 33-1357 Purposes.
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Sec. 33-1357. Purposes. (a) A benefit corporation shall have a purpose of creating a general public benefit. Such purpose shall be in addition to any purpose under chapter 601. (b) The certificate of incorporation of a benefit corporation may identify one or more specific public …
Conn. Gen. Stat. § 33-1358 Standards of conduct for directors.
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Sec. 33-1358. Standards of conduct for directors. (a) In discharging the duties of their respective positions and considering the best interests of the benefit corporation, the board of directors, any committee of the board and the individual directors of the benefit corporation:…
Conn. Gen. Stat. § 33-1359 Benefit director.
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Sec. 33-1359. Benefit director. (a) The board of directors of a benefit corporation that is a publicly traded corporation shall, and the board of any other benefit corporation may, include a director who shall (1) be designated the benefit director, and (2) have, in addition to t…
Conn. Gen. Stat. § 33-1360 Standards of conduct for officers.
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Sec. 33-1360. Standards of conduct for officers. (a) Each officer of a benefit corporation shall consider the interests and factors described in subsection (a) of section 33-1358 in the manner provided in that subsection if (1) the officer has discretion to act with respect to a …
Conn. Gen. Stat. § 33-1361 Benefit officer.
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Sec. 33-1361. Benefit officer. A benefit corporation may designate a benefit officer. A benefit officer shall have (1) the powers and duties relating to the purpose of the corporation to create a general public benefit or any specific public benefit provided (A) by the bylaws, or…
Conn. Gen. Stat. § 33-1362 Right of action. Benefit enforcement proceeding.
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Sec. 33-1362. Right of action. Benefit enforcement proceeding. (a) Except in a benefit enforcement proceeding, no person may bring an action or assert a claim against a benefit corporation or its directors or officers with respect to (1) the failure to pursue or create a general …
Conn. Gen. Stat. § 33-1363 Third-party standard. Preparation of annual benefit report.
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Sec. 33-1363. Third-party standard. Preparation of annual benefit report. (a) A benefit corporation shall select a third-party standard by which to assess such corporation's pursuit of a general public benefit and any specific public benefit. Selecting or changing a third-party s…
Conn. Gen. Stat. § 33-1364 Availability of annual benefit report.
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Sec. 33-1364. Availability of annual benefit report. (a) A benefit corporation shall send its annual benefit report to each shareholder (1) not later than one hundred twenty days following the end of the fiscal year of the benefit corporation, or (2) at the same time that the ben…
Conn. Gen. Stat. §§ 33-1365 to 33-1999 33-1365 to 33-1999
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Secs. 33-1365 to 33-1999. Reserved for future use. Note: Chapters 605 to 607 are also reserved for future use.
Conn. Gen. Stat. § 33-2000 Conversion of stock corporation organized before January 1, 1920, to nonstock corporation.
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Sec. 33-2000. Conversion of stock corporation organized before January 1, 1920, to nonstock corporation. A stock corporation organized before January 1, 1920, and having a certificate of incorporation providing that each member of the corporation shall be entitled to one vote, ir…
Conn. Gen. Stat. § 33-2001 Commission on Connecticut's Leadership in Corporation and Business Law.
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Sec. 33-2001. Commission on Connecticut's Leadership in Corporation and Business Law. Section 33-2001 is repealed, effective July 1, 2023. (P.A. 14-89, S. 50; P.A. 23-204, S. 444.)