reglab/housing_qa huggingface dataset:
CT Gen Stat § 33-1159a (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 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 each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;(2) The foreign corporation complies with section 33-1157 if it is the surviving corporation of the merger; and(3) Each domestic corporation complies with the applicable provisions of sections 33-1155 and 33-1156 and, if it is the surviving corporation of the merger, with section 33-1157.(b) Upon the merger taking effect, the surviving foreign corporation of a merger is deemed to appoint the Secretary of the State and the Secretary of the State's successors in office as its agent for service of process in a proceeding to enforce any obligation or the rights of members of each domestic corporation party to the merger.(June 30 Sp. Sess. P.A. 03-6, S. 175.)History: June 30 Sp. Sess. P.A. 03-6 effective August 20, 2003.
CT Gen Stat § 33-1159b (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 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 thereto without action by the party's members in accordance with any procedures set forth in the plan of merger or, if no such procedures are set forth in the plan, in the manner determined by the board of directors of the corporation, subject to any contractual rights of other parties to the merger.(b) If a merger is abandoned under subsection (a) of this section after a certificate of merger has been filed with the Secretary of the State but before the merger has become effective, a statement that the merger has been abandoned in accordance with this section, executed on behalf of a party to the merger by an officer or other duly authorized representative of such party, shall be delivered to the Secretary of the State for filing prior to the effective date of the merger. Any such statement shall contain the name of each party to the merger, the date the merger was to become effective and the date the merger was abandoned. Upon filing, the statement shall take effect and the merger shall be deemed abandoned and shall not become effective.(P.A. 03-18, S. 46.)History: P.A. 03-18 effective July 1, 2003.
CT Gen Stat § 33-1165 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 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 or otherwise dispose of any or all of the corporation's assets in the usual and regular course of affairs of the corporation; (2) to mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of the corporation's assets, whether or not in the usual and regular course of affairs of the corporation; or (3) to transfer any or all of the corporation's assets to one or more corporations or other entities, all of the shares or interests of which are owned by the corporation or of which the corporation is the sole member, or to a corporation which is the sole member of the corporation.(P.A. 96-256, S. 113, 209; P.A. 03-18, S. 47.)History: P.A. 96-256 effective January 1, 1997; P.A. 03-18 deleted Subsec. (a) designator, replaced provision re corporation may sell or otherwise dispose of assets on the terms and conditions and for the consideration determined by the board with provision re no approval of the members is required to sell or otherwise dispose of assets unless the certificate of incorporation otherwise provides, replaced “all, or substantially all, of its property” with “any or all of the corporation's assets” in Subdiv. (1), replaced “its property” with “the corporation's assets” in Subdiv. (2), replaced “its property to a corporation all the shares” with “the corporation's assets to one or more corporations or other entities, all of the shares or interests” in Subdiv. (3), made technical changes and deleted former Subsec. (b) re member approval, effective July 1, 2003.
CT Gen Stat § 33-1170 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 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 commenced the activities for which it was incorporated, may dissolve the corporation by delivering to the Secretary of the State for filing a certificate of dissolution that sets forth: (1) The name of the corporation; (2) that the corporation has no member entitled to vote; (3) that the corporation has not commenced the activities for which it was incorporated; (4) that no debt of the corporation remains unpaid; (5) that the net assets of the corporation remaining after winding up have been distributed as required by sections 33-1000 to 33-1290, inclusive; and (6) that a majority of the initial directors or, if the initial directors have not been appointed, two-thirds of the incorporators, authorize the dissolution.(P.A. 96-256, S. 115, 209.)History: P.A. 96-256 effective January 1, 1997.
CT Gen Stat § 33-1171 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 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 directors must approve the dissolution; (2) the board of directors must recommend dissolution to the members entitled to vote on the dissolution, if any, unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the members entitled to vote on the dissolution with the submission of the proposal to dissolve; and (3) the members entitled to vote on dissolution must approve the proposal to dissolve, either before or after the actions required in subdivisions (1) and (2) of this subsection as provided in subsection (e) of this section.(c) The board of directors may condition its submission of the proposal for dissolution on any basis.(d) The corporation shall notify each member entitled to vote on dissolution of the proposed members' meeting in accordance with section 33-1065. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.(e) Unless sections 33-1000 to 33-1290, inclusive, the certificate of incorporation or the board of directors acting pursuant to subsection (c) of this section requires a greater vote or a vote by classes of members, the proposal to dissolve must be approved by: (1) If no class of members is entitled to vote separately as a class on the proposal to dissolve, at least two-thirds of the votes cast by the members entitled to vote thereon, and (2) if any class of members is entitled to vote separately as a class on the proposal to dissolve, at least two-thirds of the votes cast by the members of each such class.(f) If the corporation has no members, or no members entitled to vote upon dissolution, dissolution shall be authorized by resolution adopted by the board of directors.(P.A. 96-256, S. 116, 209.)History: P.A. 96-256 effective January 1, 1997.
CT Gen Stat § 33-1172 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 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 authorized; (3) if dissolution was approved by members, a statement that the proposal to dissolve was duly approved by the members in the manner required by sections 33-1000 to 33-1290, inclusive, and by the certificate of incorporation; and (4) if dissolution was authorized by the board of directors without member approval, a statement that the dissolution was duly approved by the board of directors and that member approval was not required.(b) A corporation is dissolved upon the effective date of its certificate of dissolution.(c) For the purposes of sections 33-1170 to 33-1193, inclusive, “dissolved corporation” means a corporation whose certificate of dissolution has become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to the corporation's liabilities for purposes of liquidation.(P.A. 96-256, S. 117, 209; P.A. 97-246, S. 69, 99; P.A. 03-18, S. 49; P.A. 04-99, S. 2.)History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 added Subsec. (a)(4) re information that must be set forth if dissolution was authorized by the board of directors, similar provisions having been contained in former Subsec. (c), amended Subsec. (b) to replace “plan to dissolve” with “proposal for dissolution”, deleted former Subsec. (c) due to transfer of said provisions to Subsec. (a)(4), and redesignated former Subsec. (d) as Subsec. (c), effective June 27, 1997; P.A. 03-18 amended Subsec. (a)(3) by replacing provisions re number of votes with provision re approval of members in manner required by Secs. 33-1000 to 33-1290, inclusive, and certificate of incorporation, deleted Subsec. (a)(4) re statement of board and made a technical change, deleted former Subsec. (b) re voting by classes, redesignated existing Subsec. (c) as new Subsec. (b), and added new Subsec. (c) defining “dissolved corporation”, effective July 1, 2003; P.A. 04-99 added Subsec. (a)(4) re statement required if dissolution authorized by board without member approval, effective May 10, 2004.
CT Gen Stat § 33-1173 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1173 - Revocation of dissolution.

 (a) A corporation may revoke its dissolution within one hundred and twenty days of its effective date.(b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless, in the case of a corporation with members entitled to vote on the dissolution, that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without member action.(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of the State for filing a certificate of revocation of dissolution that (1) sets forth: (A) The name of the corporation; (B) the effective date of the dissolution that was revoked; (C) the date that the revocation of dissolution was authorized; (D) if the corporation's board of directors, or incorporators, revoked the dissolution, a statement to that effect; (E) if the corporation's board of directors revoked a dissolution authorized by members, a statement that revocation was permitted by action of the board of directors alone pursuant to that authorization; and (F) if member action was required to revoke the dissolution, the information required by subdivision (3) of subsection (a) of section 33-1172; and (2) if the name of the corporation whose dissolution is to be revoked is no longer available, is accompanied by an amendment of the certificate of incorporation which changes the name of the corporation to an available name.(d) Revocation of dissolution is effective upon the effective date of the certificate of revocation of dissolution.(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred.(P.A. 96-256, S. 118, 209; P.A. 97-246, S. 70, 99; P.A. 98-137, S. 46, 62; 98-219, S. 33, 34; P.A. 03-18, S. 50; P.A. 04-257, S. 53.)History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (c) to delete requirement that the corporation include a copy of its certificate of dissolution with the certificate of revocation of dissolution that it delivers to the Secretary of the State for filing and add new Subdiv. (7) requiring delivery of an amendment of the certificate of incorporation identifying an available name if the name of the corporation whose dissolution is to be revoked is no longer available, effective June 27, 1997; P.A. 98-137 amended Subsec. (c)(7) to require that certificate be accompanied by an amendment which “changes the name of the corporation to an available name” rather than “identifies an available name”, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 03-18 amended Subsec. (c)(6) by deleting reference to Sec. 33-1172(b), effective July 1, 2003; P.A. 04-257 made technical changes in Subsec. (c), effective June 14, 2004.
CT Gen Stat § 33-1174 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1174 - Effect of dissolution.

 (a) A dissolved corporation continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its activities and affairs, including: (1) Adopting a plan providing for the distribution of assets under section 33-1175; (2) collecting its assets; (3) consistent with the requirements of section 33-1176 and any restrictions imposed upon the property by law, disposing of the corporation's properties that will not be distributed in kind pursuant to the plan for distribution of assets; (4) discharging or making provision for discharging its liabilities; (5) distributing its assets in accordance with sections 33-1175 and 33-1176; (6) doing every other act necessary to wind up and liquidate its business and affairs.(b) Dissolution of a corporation does not: (1) Transfer title to the corporation's property; (2) prevent transfer of its transferable membership interests, if any, although the authorization to dissolve may provide for closing the corporation's membership records; (3) subject its directors or officers to standards of conduct different from those prescribed in sections 33-1080 to 33-1130, inclusive; (4) change quorum or voting requirements for its board of directors or members; change provisions for selection, resignation or removal of its directors or officers or both; or change provisions for amending its bylaws; (5) prevent commencement of a proceeding by or against the corporation in its corporate name; (6) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; (7) terminate the authority of the registered agent of the corporation; or (8) of itself render the members liable for any liability or other obligations of the corporation or vest title to the property of the corporation in the members.(P.A. 96-256, S. 119, 209.)History: P.A. 96-256 effective January 1, 1997.
CT Gen Stat § 33-1175 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1175 - Adoption of plan for distribution of assets.

 A plan providing for the distribution of assets, not inconsistent with the provisions of sections 33-1000 to 33-1290, inclusive, shall be adopted by a corporation for the purpose of authorizing any transfer or conveyance of assets for which section 33-1176 requires a plan of distribution, in the following manner:(1) Where there are members of any class entitled to vote on dissolution, the board of directors shall adopt a resolution recommending a plan of distribution and directing the submission thereof to a vote of each class of such members. Written notice setting forth the proposed plan of distribution or a summary thereof shall be given to each such member in accordance with section 33-1065. Such plan of distribution shall be adopted upon receiving the approval of at least two-thirds of the votes cast by each class of such members voting as a class.(2) Where there are no members entitled to vote on dissolution, a plan of distribution shall be adopted by resolution of the board of directors, or, if directors have not yet been appointed, by resolution approved by two-thirds of the incorporators.(P.A. 96-256, S. 120, 209.)History: P.A. 96-256 effective January 1, 1997.
CT Gen Stat § 33-1176 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1176 - Liquidating distribution of assets.

 (a) The assets of a corporation in the process of dissolution shall be applied and distributed as follows: (1) All liabilities and other obligations of the corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefor; (2) assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements; (3) assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution adopted as provided in section 33-1175; (4) other assets, if any, shall be distributed pro rata among the members of the corporation except to the extent that the certificate of incorporation determines the distributive rights of members, or any class or classes of members, or provides for distribution to others; and (5) any remaining assets may be distributed to such persons, societies, organizations or domestic or foreign corporations, whether for profit or nonprofit, as may be specified in a plan of distribution adopted as provided in section 33-1175.(b) No final liquidating distribution of assets shall be made by a dissolved corporation until the corporation has obtained a current statement or statements from the Commissioner of Revenue Services and the administrator of the unemployment compensation law, acting in their respective capacities, showing, to the best of their knowledge and belief, as of the date of such respective statements, either that such corporation has paid all its taxes and contributions or that it was not liable for any taxes or contributions, or that it has made adequate provisions, with such surety as shall be satisfactory to said commissioner and said administrator, for the future payment of any of its unpaid taxes and unpaid contributions as of the date of such respective statements. As used in this subsection, the word “tax” means the whole, or any installment or part, of any tax, excise, fee or license and any interest, penalty and other legal accumulation thereon, payable to the Commissioner of Revenue Services, for which the corporation is liable and the word “contribution” means any and all moneys payable under any provision of the unemployment compensation law, for which the particular corporation is liable.(P.A. 96-256, S. 121, 209; P.A. 97-246, S. 93, 99.)History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (a) to make a technical change, effective June 27, 1997.
CT Gen Stat § 33-1177 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 602 - Nonstock Corporations|Section 33-1177 - Known claims against dissolved corporation.

 (a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section.(b) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date. The written notice shall: (1) Describe information that must be included in a claim; (2) provide a mailing address where a claim may be sent; (3) state the deadline, which may not be fewer than one hundred and twenty days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and (4) state that the claim will be barred if not received by the deadline.(c) A claim against the dissolved corporation is barred: (1) If a claimant who was given written notice under subsection (b) of this section does not deliver the claim to the dissolved corporation by the deadline; (2) if a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice.(d) For purposes of this section, “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.(e) Nothing in this section shall extend any applicable period of limitation.(P.A. 96-256, S. 122, 209.)History: P.A. 96-256 effective January 1, 1997.