reglab/statecodes huggingface dataset:
2023 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.
2023 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.
2023 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.
2023 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.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1178. - Unknown claims against dissolved corporation.

(a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice.
(b) The notice shall: (1) Be published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office or, if none in this state, its registered office, is or was last located; (2) describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and (3) state that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within three years after the publication of the notice.
(c) If the dissolved corporation publishes a newspaper notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within three years after the publication date of the newspaper notice: (1) A claimant who was not given written notice under section 33-1177; (2) a claimant whose claim was timely sent to the dissolved corporation but not acted on; (3) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d) A claim that is not barred by subsection (c) of section 33-1177 or subsection (c) of this section may be enforced: (1) Against the dissolved corporation, to the extent of its undistributed assets; or (2) except as provided in subsection (d) of section 33-1178a, if the assets have been distributed in liquidation to the members of the corporation, against a member of the dissolved corporation to the extent of the member's pro rata share of the claim or the corporate assets distributed to the member in liquidation, whichever is less, but a member's total liability for all claims under this section may not exceed the total amount of assets distributed to the member.
(e) Nothing in this section shall extend any applicable period of limitation.
(P.A. 96-256, S. 123, 209; P.A. 03-18, S. 51.)
History: P.A. 96-256 effective January 1, 1997; P.A. 03-18 made technical changes in Subsecs. (a) and (b), amended Subsec. (c)(1) by replacing “did not receive written notice” with “was not given written notice”, and amended Subsec. (d) by adding provision re claim that is not barred by Sec. 33-1177(c) or Subsec. (c), adding exception in Subdiv. (2) re provisions of Sec. 33-1178a(d) and making technical changes, effective July 1, 2003.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1178a. - Proceeding for determination of security for payment of contingent or unknown claims or claims arising after dissolution.

(a) A dissolved corporation that has published a notice under section 33-1178 may file an application with the superior court for the judicial district where the dissolved corporation's principal office or, if none in this state, its registered office, is located for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under subsection (c) of section 33-1178.
(b) Within ten days after the filing of an application under subsection (a) of this section, notice of the proceeding shall be given by the dissolved corporation to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved corporation.
(c) The court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the dissolved corporation.
(d) Provision by the dissolved corporation for security in the amount and the form ordered by the court under subsection (a) of this section shall satisfy the dissolved corporation's obligations with respect to claims that are contingent, have not been made known to the dissolved corporation or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a member who received assets in liquidation.
(P.A. 03-18, S. 52.)
History: P.A. 03-18 effective July 1, 2003.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1178b. - Duties of directors of dissolved corporation.

(a) Directors of a dissolved corporation shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets to members after payment of or provision for claims.
(b) Directors of a dissolved corporation which has disposed of claims under section 33-1177, 33-1178 or 33-1178a shall not be liable for breach of subsection (a) of this section with respect to claims against the dissolved corporation that are barred or satisfied under sections 33-1177, 33-1178 or 33-1178a.
(P.A. 03-18, S. 53; 03-278, S. 127.)
History: P.A. 03-18 effective July 1, 2003; P.A. 03-278 made a technical change in Subsec. (b), effective July 1, 2003.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1182. - Effect of administrative dissolution.

(a) A corporation administratively dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its activities and affairs under section 33-1174 and notify claimants under sections 33-1177 and 33-1178.
(b) The administrative dissolution of a corporation does not terminate the authority of its registered agent.
(P.A. 96-256, S. 125, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1183. - Reinstatement following administrative dissolution.

(a) A corporation administratively dissolved may apply to the Secretary of the State for reinstatement after the effective date of dissolution. The application must: (1) Recite the name of the corporation; (2) if the name of the corporation to be reinstated is no longer available, be accompanied simultaneously by an amendment of the certificate of incorporation which identifies an available name; and (3) be accompanied by: (A) Payment of all penalties and forfeitures incurred by the corporation and a reinstatement fee; (B) an annual report for the current year; (C) an up-to-date 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 provided, if said commissioner or administrator, as the case may be, does not issue such statement within five weeks of the request therefor, the filing of such statement shall not be required under this subparagraph; and (D) an appointment of a registered agent.
(b) If the Secretary of the State determines that the application contains the information required by subsection (a) of this section and that the information is correct, he shall prepare a certificate of reinstatement that recites his determination and the effective date of reinstatement and file the original of the certificate.
(c) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution, and the corporation resumes carrying on its activities as if the administrative dissolution had never occurred.
(P.A. 96-256, S. 126, 209; P.A. 97-246, S. 71, 99.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (a) to delete reference to administrative dissolution “under section 33-1181” and delete former Subdiv. (2) that had required the application to “state that the ground or grounds for dissolution either did not exist or have been eliminated”, renumbering the remaining Subdivs. accordingly, effective June 27, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 explanation of the reason for his refusal.
(b) The corporation may appeal the refusal of the Secretary of the State to file the application for reinstatement to the superior court for the judicial district where the corporation's principal office or, if none in this state, its registered office, is located within thirty days after return of the application. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of the State's certificate of administrative dissolution, the corporation's application for reinstatement and the Secretary of the State's explanation of the reason for his refusal to file the application for reinstatement.
(c) The court may summarily order the Secretary of the State to reinstate the dissolved corporation or may take other action the court considers appropriate.
(d) The court's final decision may be appealed as in other civil proceedings.
(P.A. 96-256, S. 127, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 is established that: (A) The directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent; or (B) the corporate assets are being misapplied or wasted;
(2) In a proceeding by a creditor if it is established that: (A) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or (B) the corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent;
(3) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision; or
(4) In a proceeding by the Attorney General in proceedings in the nature of quo warranto.
(b) The superior court for the judicial district where the corporation's principal office or, if none in this state, its registered office, is located shall dissolve a corporation: (1) In a proceeding by a member or members having voting power sufficient under the circumstances to dissolve the corporation pursuant to the certificate of incorporation; (2) in a proceeding by a member or a director when it is established that (A) under the provisions of sections 33-1000 to 33-1290, inclusive, or of the certificate of incorporation or bylaws, the directors are deadlocked in the management of the corporate affairs and the members, if any, are unable to break the deadlock, or (B) if there are members entitled to vote for the election of directors, such members are deadlocked in voting power for the election of directors and for that reason have been unable at the next preceding annual meeting to agree upon or vote for directors as successors to directors whose term would normally have expired upon the election of their successors.
(P.A. 96-256, S. 128, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 judicial district where a corporation's principal office or, if none in this state, its registered office is or was last located.
(b) It is not necessary to make members parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located and carry on the activities of the corporation until a full hearing can be held.
(P.A. 88-230, S. 1, 12; P.A. 90-98, S. 1, 2; P.A. 93-142, S. 4, 7, 8; P.A. 95-220, S. 4
–
6; P.A. 96-256, S. 129, 209.)
History: P.A. 96-256 effective January 1, 1997 (Revisor's note: P.A. 88-230, 90-98, 93-142 and 95-220 authorized substitution of “judicial district of Hartford” for “judicial district of Hartford-New Britain”, effective September 1, 1998).
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located.
(b) The court may appoint an individual or a domestic or foreign corporation or business corporation authorized to transact business or conduct affairs in this state as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
(c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers: (1) The receiver (A) may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court, and (B) may sue and defend in his own name as receiver of the corporation in all courts of this state; (2) the custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in accordance with its purposes and in the best interests of its members, if any, and creditors.
(d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its members and creditors.
(e) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and his counsel from the assets of the corporation or proceeds from the sale of the assets.
(P.A. 96-256, S. 130, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 grounds specified in subsection (b) of said section, enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of the State, who shall file it.
(b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's activities and affairs in accordance with section 33-1174 and the notification of claimants in accordance with sections 33-1177 and 33-1178.
(P.A. 96-256, S. 131, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 deposited for safekeeping with the State Treasurer or other state official empowered to hold such assets. When the creditor, claimant or member furnishes satisfactory proof of entitlement to the amount deposited, the State Treasurer or such other state official shall pay him or his representative that amount.
(P.A. 96-256, S. 132, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 chartered corporations formed before or after January 1, 1997, without need for acceptance thereby.
(b) If the certificate of incorporation as in effect on January 1, 1997, of a specially chartered corporation contains any provision contrary to or inconsistent with or in addition to any provision of sections 33-1000 to 33-1290, inclusive, including this section, the provision contained in such certificate of incorporation shall govern such corporation, and the provisions of said sections shall not be held or construed to alter or affect any provision of the certificate of incorporation of a specially chartered corporation inconsistent herewith except as provided in sections 33-1181, 33-1202, 33-1243 and 33-1244.
(P.A. 96-256, S. 133, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 33-1290, inclusive, except that: (1) The incorporators shall be such as are named in such act, if any; (2) no certificate of incorporation shall be filed but in lieu thereof a copy of the special act shall be filed as provided in the case of a certificate of incorporation; and (3) the ninety-day period referred to in subsection (b) of section 33-1243 as dating from the filing of the certificate of incorporation shall commence with the date of enactment of the special act.
(P.A. 96-256, S. 134, 209; P.A. 19-40, S. 17.)
History: P.A. 96-256 effective January 1, 1997; P.A. 19-40 amended Subdiv. (3) by replacing reference to 30-day period with reference to 90-day period, effective January 1, 2020.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 be amended by its board of directors or members entitled to vote thereon for the purposes and in the manner provided by sections 33-1000 to 33-1290, inclusive, for corporations incorporated under said sections except that its certificate of incorporation as so amended shall not authorize it to conduct any affairs or to conduct its affairs in any area unless either (1) it could be so authorized under section 33-1035 or (2) it was so authorized by its certificate of incorporation prior to such amendment. A specially chartered corporation the name of which does not contain the words “corporation” or “company” or “incorporated” or an abbreviation of one of such words may amend its certificate of incorporation pursuant to this subsection without changing its name.
(c) A restated certificate of incorporation adopted by a specially chartered corporation need not, in order to preserve the provisions of special acts of the legislature setting forth its franchises, whether of a public or a private nature, the nature of its affairs, and its special rights, privileges and immunities, recite such provisions.
(P.A. 96-256, S. 135, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 effecting reincorporation contains only such provisions as might be lawfully contained in a certificate of incorporation under said sections at the time of effecting reincorporation.
(b) The board of directors and members entitled to vote thereon, if any, shall adopt a resolution to such effect and a certificate of incorporation complying with sections 33-1000 to 33-1290, inclusive, both in the manner provided by section 33-1142 in the case of an amendment of a certificate of incorporation, except that the affirmative vote required shall be at least a majority of the voting power of the members of each class.
(c) A certificate setting forth such resolution and certificate of incorporation, and citing the act of the legislature by or under which such corporation was created, shall be executed and filed as provided in section 33-1144 in the case of an amendment.
(d) Reincorporation shall take effect as provided in section 33-1006. Upon the effectiveness of such reincorporation, the corporation shall cease to be a specially chartered corporation, shall continue its corporate existence under sections 33-1000 to 33-1290, inclusive, and shall in all respects be subject to and have the benefits of said sections.
(P.A. 96-256, S. 136, 209; P.A. 97-246, S. 72, 99.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (d) to replace reference to Sec. 33-1004 with Sec. 33-1006, effective June 27, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 conducting the affairs of a state bank and trust company, savings bank or building and loan association, railroad company, gas, electric distribution or water company, or of any company requiring the right to take and condemn lands or to occupy the public highways of this state, and no foreign telephone company, shall conduct in this state affairs authorized by its certificate of incorporation or by the laws of the state under which it was organized, unless empowered so to do by some general or special act of this state, except for the purpose of carrying out and renewing contracts existing upon August 1, 1903. No insurance, surety or indemnity company shall conduct affairs in this state until it has procured a license from the Insurance Commissioner in accordance with the provisions of section 38a-41.
(b) The following activities, among others, do not constitute conducting affairs within the meaning of subsection (a) of this section: (1) Maintaining, defending or settling any proceeding; (2) holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs; (3) maintaining bank accounts; (4) selling through independent contractors; (5) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts; (6) creating or acquiring indebtedness, mortgages and security interests in real or personal property; (7) securing or collecting debts or enforcing mortgages and security interests in property securing the debts; (8) owning, without more, real or personal property; (9) conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature; (10) conducting affairs in interstate commerce.
(c) The list of activities in subsection (b) of this section is not exhaustive.
(P.A. 96-256, S. 139, 209; P.A. 97-246, S. 73, 99; P.A. 98-28, S. 110, 117; P.A. 14-134, S. 41.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (a) to exempt an insurance, surety or indemnity company from the prohibition on a foreign corporation conducting affairs in this state until it obtains a certificate of authority from the Secretary of the State and to make a technical change, effective June 27, 1997; P.A. 98-28 amended Subsec. (a) by adding electric distribution companies, effective July 1, 1998; P.A. 14-134 amended Subsec. (a) by deleting references to telegraph company and electric company, effective June 6, 2014.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of section 33-1215; (2) the name of the state or country under whose law it is incorporated; (3) its date of incorporation and period of duration; (4) the street address of its principal office; (5) the address of its registered office in this state and the name of its registered agent at that office; (6) the electronic mail address, if any, of the corporation; and (7) the names and respective business and residence addresses of the directors and officers of the foreign corporation, except that if good cause is shown, the Secretary of the State may accept business addresses in lieu of business and residence addresses of the directors and officers of the corporation. For purposes of this section, a showing of good cause shall include, but not be limited to, a showing that public disclosure of the residence addresses of the corporation's directors and officers may expose the personal security of such directors and officers to significant risk.
(b) The foreign corporation shall deliver with the completed application a certificate of existence, or a document of similar import, duly authenticated by the secretary of the state or other official having custody of corporate records in the state or country under whose law it is incorporated.
(P.A. 96-256, S. 141, 209; P.A. 97-246, S. 74, 99; P.A. 98-137, S. 18, 62; 98-219, S. 33, 34; P.A. 14-154, S. 8.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (a)(6) by requiring application to set forth the respective business and residence addresses of the directors and officers but authorizing the Secretary of the State, for good cause, to accept business addresses in lieu of such business and residence addresses, effective June 27, 1997; P.A. 98-137 amended Subsec. (a)(6) by deleting redundant language and adding provision that a showing of good cause includes a showing that public disclosure of the residence addresses of the corporation's directors and officers may expose the personal security of such directors and officers to significant risk, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 14-154 amended Subsec. (a) to add new Subdiv. (6) re electronic mail address of corporation and redesignate existing Subdiv. (6) as Subdiv. (7), effective January 1, 2015.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 state or country of its incorporation.
(b) The requirements of section 33-1212 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.
(P.A. 96-256, S. 142, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 33-1290, inclusive.
(b) A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and except as otherwise provided by sections 33-1000 to 33-1290, inclusive, is subject to the same duties, restrictions, penalties and liabilities imposed on, a domestic corporation of like character.
(c) Sections 33-1000 to 33-1290, inclusive, do not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to conduct affairs in this state.
(P.A. 96-256, S. 143, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 registered agent at such registered office, who may be: (A) A natural person who is a resident of this state; (B) a domestic corporation or business corporation; (C) a foreign corporation or foreign business corporation which has procured a certificate of authority to transact business or conduct its affairs in this state; (D) a domestic limited liability company; (E) a limited liability company not organized under the laws of this state and which has procured a certificate of registration to transact business or conduct its affairs in this state; (F) a domestic registered limited liability partnership; (G) a registered limited liability partnership not organized under the laws of this state and which has procured a certificate of authority to transact business or conduct its affairs in this state; (H) a domestic statutory trust; or (I) a statutory trust not organized under the laws of this state and which has procured a certificate of registration to transact business or conduct its affairs in this state. The appointment of such registered agent shall be in writing and shall be signed by the registered agent therein appointed. If a natural person is appointed as the registered agent, such appointment shall include the residence address of such person.
(b) In addition to persons or entities who may act as a registered agent pursuant to subsection (a) of this section, a foreign corporation may appoint the Secretary of the State and his successors in office to act as its registered agent.
(P.A. 96-256, S. 145, 209; P.A. 97-246, S. 76, 99; P.A. 04-240, S. 7.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (a) to require the foreign corporation to maintain a registered agent “at such registered office” and provide that a registered agent may be a corporation which has procured a certificate of authority to “transact business” in this state and amended Subsec. (b) to make a technical change, effective June 27, 1997; P.A. 04-240 amended Subsec. (a)(2) by adding Subparas. (D) to (I) re limited liability companies, registered limited liability partnerships and statutory trusts as registered agents, adding provisions re appointment of registered agent in writing signed by the agent and re inclusion of residence address in appointment of natural person and making technical changes.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 change that sets forth: (1) Its name; (2) if the current registered office is to be changed, the street address of its current registered office and the street address of its new registered office; and (3) if the current registered agent is to be changed, the name of its current registered agent and the name of its new registered agent and the new agent's written consent, either on the statement or attached to it, to the appointment.
(b) If a registered agent changes the street address of his business office, he may change the street address of the registered office of any foreign corporation for which he is the registered agent by notifying the corporation in writing of the change and signing, either manually or in facsimile, and delivering to the Secretary of the State for filing a statement of change that complies with the requirements of subsection (a) of this section and recites that the corporation has been notified of the change.
(P.A. 96-256, S. 146, 209; P.A. 97-246, S. 77, 99.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (a) to combine former Subdivs. (2) and (3) into Subdiv. (2), thereby providing that the statement must set forth the street address of the current registered office only if the current registered office is to be changed, and combine former Subdivs. (4) and (5) into new Subdiv. (3), thereby providing that the statement must set forth the name of the current registered agent only if the current registered agent is to be changed, effective June 27, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 of resignation. The statement of resignation may include a statement that the registered office is also discontinued.
(b) After filing the statement, the Secretary of the State shall mail the copy to the foreign corporation at its principal office address shown in its most recent annual report.
(c) The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed.
(P.A. 96-256, S. 147, 209; P.A. 97-246, S. 78, 99.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (a) to reduce from two to one the number of copies of the statement of resignation that must be delivered to the Secretary of the State and amended Subsec. (b) to delete the requirement that the Secretary of the State attach the filing receipt to one copy and mail that copy and the receipt to the registered office if not discontinued, effective June 27, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 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 affairs in this state may apply for a certificate of withdrawal by delivering an application to the Secretary of the State for filing. The application shall set forth: (1) The name of the foreign corporation and the name of the state or country under whose law it is incorporated; (2) that it is not conducting affairs in this state and that it surrenders its authority to conduct affairs in this state; (3) that it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of the State and his successors in office as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to conduct affairs in this state; (4) a mailing address to which the Secretary of the State may mail a copy of any process served on him under subdivision (3) of this subsection; and (5) a commitment to notify the Secretary of the State in the future of any change in its mailing address.
(c) After the withdrawal of the corporation is effective, service of process on the Secretary of the State as provided in section 33-1219, is service on the foreign corporation.
(P.A. 96-256, S. 149, 209; P.A. 97-246, S. 80, 81, 99.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (b)(3) to provide that the appointment is of the Secretary of the State “and his successors in office” and amended Subsec. (c) to provide that service on the Secretary of the State is made “as provided in Sec. 33-1219” rather than “under this section” and delete provision that required the Secretary of the State to mail a copy of the process to the foreign corporation, effective June 27, 1997.