reglab/statecodes huggingface dataset:
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 jurisdiction. After receipt of an application and after giving any notice it considers necessary, the court shall: (1) Order indemnification if it determines that the director is entitled to mandatory indemnification under section 33-1118; (2) order indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by subsection (a) of section 33-1124; or (3) order indemnification or advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable (A) to indemnify the director or (B) to advance expenses to the director, even if he has not met the relevant standard of conduct set forth in subsection (a) of section 33-1117, failed to comply with section 33-1119 or was adjudged liable in a proceeding referred to in subdivision (1) or (2) of subsection (d) of section 33-1117, provided if he was adjudged so liable his indemnification shall be limited to reasonable expenses incurred in connection with the proceeding.
(b) If the court determines that the director is entitled to indemnification under subdivision (1) of subsection (a) of this section or to indemnification or advance for expenses under subdivision (2) of subsection (a) of this section, it shall also order the corporation to pay the director's reasonable expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under subdivision (3) of subsection (a) of this section, it may also order the corporation to pay the director's reasonable expenses to obtain court-ordered indemnification or advance for expenses.
(P.A. 96-256, S. 88, 209; P.A. 97-246, S. 58, 99.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 substantially revised section, including requiring, rather than authorizing, the court to order indemnification if it determines the director is so entitled and making section applicable to applications for an advance for expenses, effective June 27, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 the relevant standard of conduct set forth in said section.
(b) The determination shall be made:
(1) If there are two or more qualified directors, by the board of directors by a majority vote of all the qualified directors, a majority of whom shall for such purpose constitute a quorum, or by a majority of the members of a committee of two or more qualified directors appointed by such a vote;
(2) By special legal counsel (A) selected in the manner prescribed in subdivision (1) of this subsection, or (B) if there are fewer than two qualified directors, selected by the board of directors, in which selection directors who are not qualified directors may participate; or
(3) By the members entitled to vote to elect directors, but any such member who is also a director who at the time is not a qualified director may not vote on the determination.
(c) Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible, except that if there are fewer than two qualified directors, or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled to select special legal counsel under subparagraph (B) of subdivision (2) of subsection (b) of this section.
(P.A. 96-256, S. 89, 209; P.A. 97-246, S. 59, 99; P.A. 01-199, S. 42; P.A. 06-68, S. 21.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 substantially revised section, including amending Subsec. (b) to revise the manner for determining whether indemnification is permissible and amending Subsec. (c) to revise the manner for authorizing indemnification, effective June 27, 1997; P.A. 01-199 amended Subsec. (c) to add “or if the determination is made by special legal counsel”; P.A. 06-68 replaced references to “disinterested directors” with references to “qualified directors” and made technical changes throughout section.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 because he is an officer, employee or agent of the corporation (1) to the same extent as a director, and (2) if he is an officer, employee or agent but not a director, to such further extent, consistent with public policy, as may be provided by contract, the certificate of incorporation, the bylaws or a resolution of the board of directors. A corporation may delegate to its general counsel or other specified officer or officers the ability under this subsection to determine that indemnification or advance for expenses to such officer, employee or agent is permissible and the ability to authorize payment of such indemnification or advance for expenses. Nothing in this subdivision shall in any way limit either the ability or the obligation of a corporation to indemnify and advance expenses under other applicable law to any officer, employee or agent who is not a director.
(b) The provisions of subdivision (2) of subsection (a) of this section shall apply to an officer, employee or agent who is also a director if the basis on which he is made a party to the proceeding is an act or omission solely as an officer, employee or agent.
(c) An officer, employee or agent of a corporation who is not a director is entitled to mandatory indemnification under section 33-1118 and may apply to a court under section 33-1120 for indemnification or advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under said sections.
(d) A corporation which was incorporated under the laws of this state, whether under chapter 600 of the general statutes, revised to January 1, 1995, or any other general law or special act, prior to January 1, 1997, shall, except to the extent that the certificate of incorporation expressly provides otherwise, indemnify under sections 33-1116 to 33-1125, inclusive, except subdivision (2) of subsection (a) of section 33-1117, each officer, employee or agent of the corporation who is not a director to the same extent as the corporation is permitted to provide the same to a director pursuant to subdivision (1) of subsection (a) and subsections (b), (c) and (d) of section 33-1117, as limited by section 33-1121, and for this purpose the determination required by section 33-1121 may in addition be made by the general counsel of the corporation, or such other or additional officer or officers as the board of directors may specify.
(P.A. 96-256, S. 90, 209; P.A. 97-246, S. 60, 99.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 substantially revised section, effective June 27, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 a director, officer, partner, trustee, employee or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan or other entity, against liability asserted against or incurred by him in that capacity or arising from his status as a director, officer, employee or agent, whether or not the corporation would have power to indemnify or advance expenses to him against the same liability under sections 33-1116 to 33-1125, inclusive.
(P.A. 96-256, S. 91, 209; P.A. 97-246, S. 61, 99.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 revised and rephrased section, including adding reference to the corporation's power to advance expenses to an individual and replacing the reference to “section 33-1117 or 33-1118” with “sections 33-1116 to 33-1125, inclusive,” effective June 27, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 to a proceeding to provide indemnification in accordance with section 33-1117 or advance funds to pay for or reimburse expenses in accordance with section 33-1119. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in subsection (c) of section 33-1119 and subsection (c) of section 33-1121. Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with section 33-1119 to the fullest extent permitted by law, unless the provision specifically provides otherwise.
(b) Any provision pursuant to subsection (a) of this section shall not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation, pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. Any provision for indemnification or advance for expenses in the certificate of incorporation, the bylaws or a resolution of the board of directors or members of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, shall be governed by subdivision (3) of section 33-1158.
(c) A corporation may, by a provision in its certificate of incorporation, limit any of the rights to indemnification or advance for expenses created by or pursuant to sections 33-1116 to 33-1125, inclusive.
(d) Sections 33-1116 to 33-1125, inclusive, do not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with his appearance as a witness in a proceeding at a time when he is not a party.
(P.A. 96-256, S. 92, 209; P.A. 97-246, S. 62, 99; P.A. 01-199, S. 43.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 substantially revised section, including adding new Subsec. (b) re limitation on indemnification of or advance for expenses to a director of a predecessor of the corporation, adding new Subsec. (c) authorizing a corporation in its certificate of incorporation to limit statutory rights of indemnification and advance for expenses and designating former Subsec. (b) as Subsec. (d), effective June 27, 1997; P.A. 01-199 amended Subsec. (a) to make a technical change and add provision that obligatory provision shall be deemed to satisfy the requirements for authorization in Sec. 33-1119(c) and Sec. 33-1121(c).
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 corporation, in a proceeding by a member or director or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if it is not a director's conflicting interest transaction.
(b) A director's conflicting interest transaction may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against a director of the corporation, in a proceeding by a member or director or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if: (1) Directors' action respecting the transaction was taken in compliance with section 33-1129 at any time; (2) members' action respecting the transaction was taken in compliance with section 33-1130 at any time; or (3) the transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation.
(P.A. 96-256, S. 94, 209; P.A. 06-68, S. 23.)
History: P.A. 96-256 effective January 1, 1997; P.A. 06-68 amended Subsec. (a) by replacing former provisions with revised language re transaction that is not a director's conflicting interest transaction and amended Subsec. (b) by replacing “enjoined, set aside” with “the subject of equitable relief”, inserting “against a director of the corporation”, replacing provision re personal, economic or other association of director with “on the ground that the director”, replacing “interest in the transaction” with “interest respecting the transaction” and “time of commitment” with “relevant time” and making technical changes.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 by or in the right of the corporation on the ground that such opportunity should have first been offered to the corporation, if before becoming legally obligated respecting the opportunity the director brings it to the attention of the corporation and: (1) Directors' action disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures set forth in section 33-1129 as if the decision being made concerned a director's conflicting interest transaction; or (2) members' action disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures set forth in section 33-1130 as if the decision being made concerned a director's conflicting interest transaction; except that, rather than making required disclosure, as defined in section 33-1127, in each case the director shall have made prior disclosure to those acting on behalf of the corporation of all material facts concerning the business opportunity that are then known to the director.
(b) In any proceeding seeking equitable relief or other remedies based upon an alleged improper taking advantage of a business opportunity by a director, the fact that the director did not employ the procedure described in subsection (a) of this section before taking advantage of the opportunity shall not create an inference that the opportunity should have been first presented to the corporation or alter the burden of proof otherwise applicable to establish that the director breached a duty to the corporation in the circumstances.
(P.A. 06-68, S. 26.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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. Whether a provision is required or permitted in the certificate of incorporation is determined as of the effective date of the amendment.
(b) A member of the corporation does not have a vested property right resulting from any provision in the certificate of incorporation, including provisions relating to management, control, purpose or duration of the corporation.
(P.A. 96-256, S. 97, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 duration of the corporation if it was incorporated at a time when limited duration was required by law; (2) to delete the names and addresses of the initial directors; (3) to delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of the State; (4) to change the corporate name by substituting the word “corporation”, “incorporated” or “company”, or the abbreviation “corp.”, “inc.” or “co.”, for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution to the name; or (5) to make any other change expressly permitted by sections 33-1000 to 33-1290, inclusive, to be made without member action.
(P.A. 96-256, S. 98, 209; June 12 Sp. Sess. P.A. 12-2, S. 72.)
History: P.A. 96-256 effective January 1, 1997; June 12 Sp. Sess. P.A. 12-2 made a technical change.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 incorporation by resolution adopted by a vote of at least two-thirds of the incorporators.
(P.A. 96-256, S. 100, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 of the State for filing a certificate of amendment, that shall set forth: (1) The name of the corporation; (2) the text of each amendment adopted; (3) the date of each amendment's adoption; and (4) if the amendment (A) was adopted by the incorporators or the board of directors without member approval, a statement that the amendment was duly approved by the incorporators or by the board of directors, as the case may be, and that member approval was not required, or (B) required approval by the members, a statement that the amendment was duly approved by the members in the manner required by sections 33-1140 to 33-1147, inclusive, and by the certificate of incorporation.
(P.A. 96-256, S. 101, 209; 03-18, S. 40.)
History: P.A. 96-256 effective January 1, 1997; P.A. 03-18 replaced provision re a corporation amending its certificate of incorporation with provision re after an amendment to the certificate of incorporation has been adopted and approved, amended Subdiv. (4) by replacing former provisions with new Subpara. (A) re amendment adopted without member approval and new Subpara. (B) re amendment that required member approval, deleted former Subdiv. (5) re amendment that required member approval, and made technical changes, effective July 1, 2003.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 one or more new amendments that require member approval, the new amendments must be adopted and approved as provided in section 33-1142. If the restatement includes a new amendment which does not require member approval, the new amendment must be adopted as provided in section 33-1141 or 33-1143, as the case may be.
(c) A corporation that restates its certificate of incorporation shall deliver to the Secretary of the State for filing a certificate of restatement setting forth the name of the corporation and the text of the restated certificate of incorporation together with a statement which states that the restated certificate consolidates all amendments into a single document and, if a new amendment is included in the restated certificate, which also includes the statement required under section 33-1144.
(d) A duly adopted restated certificate of incorporation supersedes the original certificate of incorporation and all amendments to it.
(e) The Secretary of the State may certify a restated certificate of incorporation, as the certificate of incorporation currently in effect, without including the statement information required by subsection (c) of this section.
(P.A. 96-256, S. 102, 209; P.A. 97-246, S. 65, 66, 99; P.A. 03-18, S. 41.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (d) to replace “together with a certificate” with “together with a statement” and specify in Subdiv. (2) that the certificate referred to is the certificate “of incorporation”, and amended Subsec. (f) to replace “certificate information” with “statement information”, effective June 27, 1997; P.A. 03-18 amended Subsec. (a) by replacing “member action” with “member approval”, adding provision re consolidation of all amendments into a single document and making a technical change, amended Subsec. (b) by making technical changes and replacing provisions re inclusion of one or more amendments to the certificate and adoption if restatement includes an amendment requiring member approval with provision re adoption and approval of one or more new amendments included in restated certificate that require member approval, amended Subsec. (c) by replacing former provisions with provisions re filing of certificate of restatement, deleted former Subsec. (d) re filing of certificate of restatement, redesignated existing Subsecs. (e) and (f) as new Subsecs. (d) and (e) and made a technical change in Subsec. (e), effective July 1, 2003.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 statute if the certificate of incorporation after amendment contains only provisions required or permitted by section 33-1026.
(b) The individual or individuals designated by the court shall deliver to the Secretary of the State for filing a certificate of amendment setting forth: (1) The name of the corporation; (2) the text of each amendment approved by the court; (3) the date of the court's order or decree approving the certificate of amendment; (4) the title of the reorganization proceeding in which the order or decree was entered; and (5) a statement that the court had jurisdiction of the proceeding under federal law.
(c) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
(P.A. 96-256, S. 103, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
(P.A. 96-256, S. 104, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 whole or in part; or (2) the members in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.
(b) If a corporation has members who have the right under the certificate of incorporation to vote on amendments to the corporation's bylaws, such members may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors.
(P.A. 96-256, S. 105, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 33-1000 to 33-1290, inclusive. The adoption or amendment of a bylaw that adds, changes or deletes a greater quorum requirement for members must meet the same quorum requirement and be adopted by the same vote and classes of members required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
(b) A bylaw that fixes a greater quorum or voting requirement for members under subsection (a) of this section may not be adopted, amended or repealed by the board of directors.
(P.A. 96-256, S. 106, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 the members, only by the members; (2) if originally adopted by the incorporator or incorporators or by the board of directors, either by the members or by the board of directors.
(b) A bylaw adopted or amended by the members that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the members or the board of directors.
(c) Action by the board of directors under subdivision (2) of subsection (a) of this section to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
(P.A. 96-256, S. 107, 209; P.A. 21-39, S. 24.)
History: P.A. 96-256 effective January 1, 1997; P.A. 21-39 amended Subsec. (a) by adding “or that requires a meeting of members to be held at a place” and adding “by the incorporator or incorporators or” in Subdiv. (2), effective June 14, 2021.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 representative of such party. The certificate of merger shall set forth: (1) The names of the parties to the merger; (2) the name of the corporation that will be the survivor of the merger; (3) the date on which the merger is to be effective; (4) if the certificate of incorporation of the survivor of the merger is amended, or if a new corporation is created as a result of the merger, the amendments to the survivor's certificate of incorporation or the certificate of incorporation of the new corporation; (5) if the plan of merger required approval by the members of the corporation, a statement that the plan was duly approved by the members and, if voting by any separate class of members was required, by each such separate class of members, in the manner required by sections 33-1000 to 33-1290, inclusive, and the certificate of incorporation; and (6) if the plan of merger did not require approval by the members of the corporation, a statement to that effect.
(b) The certificate of merger shall be delivered to the Secretary of the State for filing by the survivor of the merger and shall take effect on the effective date of the merger.
(P.A. 96-256, S. 110, 209; P.A. 03-18, S. 44.)
History: P.A. 96-256 effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by replacing former provisions with provisions re execution and contents of certificate of merger and amended Subsec. (b) by replacing former provisions with provisions re filing and effective date of certificate of merger, effective July 1, 2003.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 survivor ceases;
(3) All liabilities of each corporation that is merged into the survivor are vested in the survivor;
(4) All property owned by, and every contract right possessed by, each corporation that merges into the survivor is vested in the survivor without reversion or impairment;
(5) The name of the survivor may, but need not be, substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger;
(6) The certificate of incorporation of the survivor is amended to the extent provided in the plan of merger;
(7) The certificate of incorporation of a survivor that is created by the merger becomes effective;
(8) The memberships, if any, of each corporation which is a party to the merger that are to be converted into memberships of the survivor are converted, and the former members in such membership classes are entitled only to the designation, qualifications, privileges and rights of the class of members to which they are converted, as provided in the certificate of incorporation of the survivor as the same may be amended by the plan of merger; and
(9) Any devise, bequest, gift or grant, contained in any will or in any other instrument, made before or after the merger, to or for the benefit of any of the merging corporations shall inure to the benefit of the survivor, and so far as is necessary for that purpose, the existence of each merging corporation shall be deemed to continue in and through the survivor.
(P.A. 96-256, S. 111, 209; P.A. 03-18, S. 45.)
History: P.A. 96-256 effective January 1, 1997; P.A. 03-18 replaced “takes effect” with “becomes effective”, amended Subdivs. (1) to (4) by replacing former provisions with new provisions re effect of merger, added new Subdivs. (5) and (7) re substitution of name of survivor and effectiveness of certificate of incorporation of survivor, redesignated existing Subdivs. (5), (6) and (7) as Subdivs. (6), (8) and (9), and replaced “surviving corporation” with “survivor” and made technical changes throughout, effective July 1, 2003.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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.)
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.