reglab/statecodes huggingface dataset:
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 599a - Worker Cooperative Corporations › Section 33-418o. - Conversion of shares upon revocation of election. Consolidation or merger restricted.

(a) When a worker cooperative revokes its election in accordance with subsection (b) of section 33-418h, the certificate of amendment shall provide for conversion of membership shares and internal capital accounts or their conversion to securities or other property in a manner consistent with the provisions of chapter 601.
(b) A worker cooperative which has not revoked its election under this chapter may not consolidate or merge with another corporation other than a worker cooperative. Two or more worker cooperatives may consolidate or merge in accordance with sections 33-815, 33-817, 33-819 and 33-820 and subdivision (1) of subsection (a) of section 33-856.
(P.A. 84-430, S. 12, 14; P.A. 96-271, S. 176, 254.)
History: P.A. 96-271 amended Subsec. (a) to replace reference to chapter 599 with chapter 601 and amended Subsec. (b) to replace reference to “sections 33-364 to 33-369, inclusive, and subsection (c) of section 33-373” with “sections 33-815, 33-817, 33-819, 33-820 and subdivision (1) of subsection (a) of section 33-856”, effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 600 - Nonstock Corporations › Section 33-419 to 33-422. - Nonstock corporations: General provisions.

Sections 33-419 to 33-422, inclusive, are repealed, effective January 1, 1997.
(1959, P.A. 617, S. 1
–
4; 1961, P.A. 394, S. 2
–
5; 1963, P.A. 614, S. 5; 1967, P.A. 204; 1971, P.A. 871, S. 114; P.A. 77-211, S. 2; P.A. 84-158, S. 3, 5; P.A. 87-93, S. 2, 3; P.A. 96-256, S. 208, 209.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 600 - Nonstock Corporations › Section 33-423 to 33-432. - Nonstock corporations: Corporate formation and powers.

Sections 33-423 to 33-432, inclusive, are repealed, effective January 1, 1997.
(1959, P.A. 617, S. 5
–
14; 1961, P.A. 394, S. 6
–
10; 1963, P.A. 103, S. 1; 1967, P.A. 30, S. 13, 14; 1969, P.A. 499, S. 1; 729, S. 23
–
26; 1971, P.A. 360, S. 21; P.A. 84-431, S. 2, 6; P.A. 85-246, S. 19; P.A. 87-138, S. 4, 5, 7; P.A. 88-65, S. 4; P.A. 89-251, S. 173, 174, 203; 89-322, S. 2; May Sp. Sess. P.A. 92-6, S. 99, 117; P.A. 94-123, S. 3; 94-217, S. 36, 37; P.A. 96-106, S. 2; 96-256, S. 208, 209; 96-271, S. 177
–
179, 254.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 600 - Nonstock Corporations › Section 33-433 to 33-441. - Nonstock corporations: State administration.

Sections 33-433 to 33-441, inclusive, are repealed, effective January 1, 1997.
(1959, P.A. 617, S. 15
–
23; 1961 P.A. 394, S. 11
–
19; 517, S. 105; 1963, P.A. 614, S. 10, 11; February, 1965, P.A. 397, S. 1, 2; 1967, P.A. 30, S. 15, 16; 185, S. 1, 2; 656, S. 70; 1971, P.A. 871, S. 115; P.A. 75-71, S. 1, 2; P.A. 76-39, S. 3, 5; 76-230, S. 2, 4; P.A. 77-184, S. 2, 4; 77-247, S. 2, 3; P.A. 80-419, S. 4; P.A. 83-545, S. 11
–
13, 22; P.A. 85-303, S. 4, 5; P.A. 87-52, S. 3, 5; P.A. 88-159, S. 4, 6, 11; P.A. 89-251, 175, 203; 89-252, S. 2, 5, 11; P.A. 90-228, S. 2, 8; May Sp. Sess. P.A. 92-6, S. 100, 117; P.A. 93-363, S. 10, 12, 35, 39; P.A. 96-256, S. 208, 209.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 600 - Nonstock Corporations › Section 33-442 to 33-446. - Nonstock corporations: Corporate administration.

Sections 33-442 to 33-446, inclusive, are repealed, effective January 1, 1997.
(1959, P.A. 617, S. 24
–
28; 1961, P.A. 394, S. 20, 21; 1963, P.A. 614, S. 14; February, 1965, P.A. 452, S. 14, 15; P.A. 96-256, S. 208, 209.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 600 - Nonstock Corporations › Section 33-447 to 33-453a. - Board of directors. Number, election, classification, term, qualification. Proceeding to determine validity of election or appointment of directors or officers. Directors' meetings, notice, quorum, action. Vacancies, removal, replacement. Directors' committees. Officers, appointment or election, removal. Notice to be filed that director or officer has ceased to be in office or has been appointed or elected to office.

Sections 33-447 to 33-453a, inclusive, are repealed, effective January 1, 1997.
(1959, P.A. 617, S. 29
–
35; 1961, P.A. 394, S. 22
–
25; 1967, P.A. 30, S. 17, 18; 656, S. 71; 1969, P.A. 729, S. 27, 28; 1971, P.A. 360, S. 22
–
25; P.A. 75-146, S. 4, 7; P.A. 77-437, S. 7, 8; P.A. 78-280, S. 2, 127; P.A. 83-545, S. 14, 22; P.A. 89-252, S. 9, 11; P.A. 93-363, S. 36, 39; P.A. 96-256, S. 208, 209.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 600 - Nonstock Corporations › Section 33-454. - Indemnification and reimbursement of directors, officers and employees and their representatives.

Section 33-454 is repealed.
(1959, P.A. 617, S. 36; 1961, P.A. 394, S. 26; 1971, P.A. 360, S. 31.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 600 - Nonstock Corporations › Section 33-454a to 33-457. - Indemnification of corporation members, directors, officers and employees against judgments, fines and penalties. Liability of directors. Jurisdiction over and service on nonresident directors. Corporate transactions with directors and others.

Sections 33-454a to 33-457, inclusive, are repealed, effective January 1, 1997.
(1959, P.A. 617, S. 37
–
39; 1961, P.A. 394, S. 27
–
31; 1963, P.A. 614, S. 6; 1971, P.A. 360, S. 26; P.A. 73-382, S. 8, 12; P.A. 75-146, S. 5
–
7; 75-567, S. 45, 80; P.A. 78-204, S. 9; 78-280, S. 2, 127; P.A. 79-356, S. 4, 5; P.A. 82-407, S. 2; P.A. 84-258, S. 3, 4; P.A. 89-211, S. 37; P.A. 96-256, S. 208, 209.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 600 - Nonstock Corporations › Section 33-458 to 33-472. - Nonstock corporations: Membership rights and liabilities.

Sections 33-458 to 33-472, inclusive, are repealed, effective January 1, 1997.
(1959, P.A. 617, S. 40
–
54; 1961, P.A. 394, S. 32
–
37; 1963, P.A. 614, S. 16; February, 1965, P.A. 452, S. 16, 17; 1967, P.A. 30, S. 19; 1969, P.A. 729, S. 29, 30; 1971, P.A. 360, S. 27
–
29; P.A. 78-280, S. 2, 127; P.A. 96-256, S. 208, 209.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 600 - Nonstock Corporations › Section 33-473 to 33-483. - Nonstock corporations: Fundamental changes.

Sections 33-473 to 33-483, inclusive, are repealed, effective January 1, 1997.
(1959, P.A. 617, S. 55
–
65; 1961, P.A. 394, S. 38
–
41; 1963, P.A. 614, S. 15; February, 1965, P.A. 452, S. 18; 1967, P.A. 30, S. 20, 21; P.A. 73-382, S. 9, 10, 12; P.A. 83-545, S. 15, 16, 22; P.A. 88-33, S. 2; P.A. 93-363, S. 13; P.A. 96-256, S. 208, 209; 96-271, S. 180, 254.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 600 - Nonstock Corporations › Section 33-484 to 33-497. - Methods of dissolution. Dissolution by resolution. Dissolution by expiration. Adoption of plan for distribution of assets. Effect of dissolution. Winding up. Liquidating distribution of assets. Petition to Superior Court re matters relative to distribution. Petition for judicial winding up. Procedure by court; receiver. Priority of claims in judicial winding up. Discontinuance of judicial winding up. Dissolution by forfeiture. Reinstatement after dissolution.

Sections 33-484 to 33-497, inclusive, are repealed, effective January 1, 1997.
(1959, P.A. 617, S. 66
–
79; 1961, P.A. 394, S. 42
–
48; 1963, P.A. 614, S. 12; 1967, P.A. 30, S. 22, 23; P.A. 77-614, S. 139, 610; P.A. 78-204, S. 10; 78-280, S. 2, 127; P.A. 83-545, S. 17, 18, 22; June Sp. Sess. P.A. 83-29, S. 32, 33, 82; May Sp. Sess. P.A. 92-6, S. 101, 117; P.A. 93-363, S. 11, 39; P.A. 96-256, S. 208, 209.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 600 - Nonstock Corporations › Section 33-499 to 33-503a. - Nonstock corporations: Specially chartered corporations.

Sections 33-499 to 33-503a, inclusive, are repealed, effective January 1, 1997.
(1959, P.A. 617, S. 81
–
85; 1961, P.A. 394, S. 49
–
51; 1963, P.A. 614, S. 7; P.A. 73-17; 73-382, S. 11, 12; P.A. 78-204, S. 11; P.A. 96-256, S. 208, 209.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 600 - Nonstock Corporations › Section 33-504 to 33-511. - Restrictions on foreign corporations. Authority to conduct affairs. Acquisition and conveyance of property; acts which do not constitute conducting affairs. Requirements for corporate name. Application for certificate of authority. Appointment of agent for service of process. Powers of corporation on issuance of authority. Amended certificate of authority.

Sections 33-504 to 33-511, inclusive, are repealed, effective January 1, 1997.
(1959, P.A. 617, S. 86
–
93; 1961, P.A. 394, S. 52
–
56; February, 1965, P.A. 453, S. 1, 2; P.A. 78-204, S. 12
–
14; P.A. 87-138, S. 6, 7; P.A. 89-252, S. 6, 11; P.A. 96-256, S. 208, 209; 96-271, S. 181, 254.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 600 - Nonstock Corporations › Section 33-512 and 33-513. - Amendment of certificate of incorporation. Filing of certificate of merger.

Sections 33-512 and 33-513 are repealed.
(1959, P.A. 617, S. 94, 95; 1961, P.A. 394, S. 64.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 600 - Nonstock Corporations › Section 33-514 to 33-520a. - Annual report. Failure to file annual report. Certificate of withdrawal. Revocation of certificate of authority. Effect of certificate of revocation or withdrawal. Service of process on foreign corporation. Rights and liabilities of corporation conducting affairs without authority. Limited amnesty for foreign corporations transacting business without authority.

Sections 33-514 to 33-520a, inclusive, are repealed, effective January 1, 1997.
(1959, P.A. 617, S. 96
–
102; 1961, P.A. 394, S. 57
–
62; 1963, P.A. 614, S. 13; February, 1965, P.A. 397, S. 3, 4; 453, S. 3
–
5; 1967, P.A. 30, S. 24; 290; 886, S. 1
–
4; 1971, P.A. 360, S. 30; 871, S. 116; P.A. 76-29, S.2; 76-39, S. 4, 5; P.A. 77-152, S. 2; 77-176, S. 2
–
4; P.A. 77-614, S. 139, 610; P.A. 83-545, S. 19, 20, 22; P.A. 84-258, S. 2, 4; P.A. 87-52, S. 4, 5; P.A. 88-159, S. 10, 11; 88-311, S. 2, 3; P.A. 90-228, S. 3, 8; May Sp. Sess. P.A. 92-6, S. 102, 117; P.A. 93-363, S. 14
–
16, 39; 93-435, S. 13, 95; P.A. 94-186, S. 211; P.A. 96-180, S. 107, 166; 96-256, S. 208, 209.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 600 - Nonstock Corporations › Section 33-521 to 33-526. - Nonstock corporations: Miscellaneous provisions.

Sections 33-521 to 33-526, inclusive, are repealed, effective January 1, 1997.
(1959, P.A. 617, S. 103
–
108; 1961, P.A. 394, S. 63; P.A. 96-256, S. 208, 209.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-600. - Short title: Connecticut Business Corporation Act.

Sections 33-600 to 33-998, inclusive, shall be known and may be cited as the “Connecticut Business Corporation Act”.
(P.A. 94-186, S. 1, 215.)
History: P.A. 94-186 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-601. - Construction of statutes.

(a) Sections 33-600 to 33-998, inclusive, shall be so construed as to provide for a general corporate form for the conduct of lawful business with such variations and modifications from the form so provided as the interested parties may agree upon, subject to the interests of the state and third parties. Whether or not a section of said sections contains the words “unless the certificate of incorporation or bylaws otherwise provide”, or words of similar import, no provision of a certificate of incorporation or bylaw shall be held invalid on the ground that it is inconsistent with such section unless such section expressly prohibits variations therefrom or prescribes minimum or maximum numerical requirements, or a substantial interest of the state or third parties is adversely affected thereby.
(b) If the certificate of incorporation in effect on January 1, 1997, of a corporation with capital stock formed under the laws of this state, whether general law or special act, prior to said date, contains any provision contrary to, inconsistent with or in addition to any provision of sections 33-600 to 33-998, inclusive, but which provision was permitted to be contained in such certificate pursuant to the provisions of applicable law in effect prior to January 1, 1997, the provisions contained in such certificate 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 such corporation inconsistent with the provisions of said sections, except as provided in sections 33-890, 33-913, 33-953 and 33-954.
(P.A. 94-186, S. 3, 215; P.A. 96-271, S. 1, 254.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to replace reference to “chapter 599 of the general statutes, revised to January 1, 1995” with “applicable law in effect prior to January 1, 1997”, effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-603a. - Householding.

(a) A corporation has delivered written notice or any other report or statement under any provision of sections 33-600 to 33-998, inclusive, the certificate of incorporation or the bylaws to all shareholders who share a common address if:
(1) The corporation delivers one copy of the notice, report or statement to the common address;
(2) The corporation addresses the notice, report or statement to those shareholders either as a group, to each of those shareholders individually or to the shareholders in a form to which each of those shareholders has consented; and
(3) Each of those shareholders consents to delivery of a single copy of such notice, report or statement to the shareholders' common address. Any such consent shall be revocable by any of such shareholders who delivers written notice of revocation to the corporation. If such written notice of revocation is delivered, the corporation shall begin providing individual notices, reports or other statements to the revoking shareholder no later than thirty days after delivery of the written notice of revocation.
(b) Any shareholder who fails to object by written notice to the corporation, within sixty days of written notice by the corporation of its intention to send single copies of notices, reports or statements to shareholders who share a common address as permitted by subsection (a) of this section, shall be deemed to have consented to receiving such single copy at the common address.
(P.A. 09-55, S. 22.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-604. - Number of shareholders.

(a) For purposes of sections 33-600 to 33-998, inclusive, the following identified as a shareholder in a corporation's current record of shareholders constitutes one shareholder: (1) Three or fewer co-owners; (2) a corporation, partnership, trust, estate or other entity; (3) the trustees, guardians, custodians or other fiduciaries of a single trust, estate or account.
(b) For purposes of sections 33-600 to 33-998, inclusive, shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.
(P.A. 94-186, S. 19, 215.)
History: P.A. 94-186 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-606a. - Defective corporate action not void or voidable, when.

(a) A defective corporate action shall not be void or voidable if ratified in accordance with section 33-606b or validated in accordance with section 33-606g.
(b) Ratification under section 33-606b or validation under section 33-606g shall not be deemed to be the exclusive means of ratifying or validating any defective corporate action, and the absence or failure of ratification in accordance with sections 33-606 to 33-606g, inclusive, shall not, of itself, affect the validity or effectiveness of any corporate action ratified under common law or otherwise, nor shall it create a presumption that any such corporate action is or was a defective corporate action or void or voidable.
(c) In the case of an overissue, putative shares shall be valid shares effective as of the date originally issued or purportedly issued upon: (1) The effectiveness under sections 33-606 to 33-606g, inclusive, and under sections 33-795 to 33-809, inclusive, of an amendment to the certificate of incorporation authorizing, designating or creating such shares; or (2) the effectiveness of any other corporate action under sections 33-606 to 33-606g, inclusive, ratifying the authorization, designation or creation of such shares.
(P.A. 17-108, S. 4.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-606b. - Ratification of defective corporate actions.

(a) To ratify a defective corporate action under this section, other than the ratification of an election of the initial board of directors under subsection (b) of this section, the board of directors shall take action ratifying the action in accordance with section 33-606c, stating: (1) The defective corporate action to be ratified and, if the defective corporate action involved the issuance of putative shares, the number and type of putative shares purportedly issued; (2) the date of the defective corporate action; (3) the nature of the failure of authorization with respect to the defective corporate action to be ratified; and (4) that the board of directors approves the ratification of the defective corporate action.
(b) In the event that a defective corporate action to be ratified relates to the election of the initial board of directors of the corporation under subdivision (2) of subsection (a) of section 33-639, a majority of the persons who, at the time of the ratification, are exercising the powers of directors may take an action, stating: (1) The name of the person or persons who first took action in the name of the corporation as the initial board of directors of the corporation; (2) the earlier of the date on which such persons first took such action or were purported to have been elected as the initial board of directors; and (3) that the ratification of the election of such person or persons as the initial board of directors is approved.
(c) If any provision of sections 33-600 to 33-998, inclusive, the certificate of incorporation or bylaws, any corporate resolution or any plan or agreement to which the corporation is a party in effect at the time action under subsection (a) of this section is taken requires shareholder approval or would have required shareholder approval at the date of the defective corporate action, the ratification of the defective corporate action approved in the action taken by the directors under subsection (a) of this section shall be submitted to the shareholders for approval in accordance with section 33-606c.
(d) Unless otherwise provided in the action taken by the board of directors under subsection (a) of this section, after the action by the board of directors has been taken and, if required, approved by the shareholders, the board of directors may abandon the ratification at any time before the validation effective time without further action of the shareholders.
(P.A. 17-108, S. 5.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-606d. - Notice requirements re action on ratification.

(a) Unless shareholder approval is required under subsection (c) of section 33-606b, prompt notice of an action taken under said section shall be given to each holder of valid and putative shares, regardless of whether entitled to vote, as of (1) the date of such action by the board of directors, and (2) the date of the defective corporate action ratified under sections 33-606 to 33-606g, inclusive, provided notice shall not be required to be given to holders of valid and putative shares whose identities or addresses for notice cannot be determined from the records of the corporation.
(b) The notice must contain (1) either a copy of the action taken by the board of directors in accordance with subsection (a) or (b) of section 33-606b, or the information required by subdivisions (1) to (4), inclusive, of subsection (a) of said section or subdivisions (1) to (3), inclusive, of subsection (b) of said section, as applicable, and (2) a statement that any claim that the ratification of the defective corporate action and any putative shares issued as a result of such defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought not later than one hundred twenty days after the applicable validation effective time.
(c) No notice under this section is required with respect to any action required to be submitted to shareholders for approval under subsection (c) of section 33-606b if notice is given in accordance with subsection (b) of section 33-606c.
(d) A notice required by this section may be given in any manner permitted by section 33-603 and, for any corporation subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as from time to time amended, may be given by means of a filing or furnishing of such notice with the United States Securities and Exchange Commission.
(P.A. 17-108, S. 7.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-606e. - Effect of ratification.

From and after the validation effective time, and without regard to the one-hundred-twenty-day period during which a claim may be brought under section 33-606g: (1) Each defective corporate action ratified in accordance with section 33-606b shall not be void or voidable as a result of the failure of authorization identified in the action taken under subsection (a) or (b) of said section and shall be deemed a valid corporate action effective as of the date of the defective corporate action; (2) the issuance of each putative share or fraction of a putative share purportedly issued pursuant to a defective corporate action identified in the action taken under section 33-606b shall not be void or voidable, and each such putative share or fraction of a putative share shall be deemed to be an identical share or fraction of a valid share as of the time it was purportedly issued; and (3) any corporate action taken subsequent to the defective corporate action ratified in accordance with sections 33-606 to 33-606g, inclusive, in reliance on such defective corporate action having been validly effected and any subsequent defective corporate action resulting directly or indirectly from such original defective corporate action, shall be valid as of the time taken.
(P.A. 17-108, S. 8.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-606g. - Judicial proceeding re validity of corporate action.

(a) Upon application by the corporation, any successor entity to the corporation, a director of the corporation, any shareholder, beneficial shareholder or unrestricted voting trust beneficial owner of the corporation, including any such shareholder, beneficial shareholder or unrestricted voting trust beneficial owner as of the date of the defective corporate action ratified under section 33-606b, or any other person claiming to be substantially and adversely affected by a ratification under section 33-606b, the Superior Court may (1) determine the validity and effectiveness of any corporate action or defective corporate action; (2) determine the validity and effectiveness of any ratification under section 33-606b; (3) determine the validity of any putative shares; and (4) modify or waive any of the procedures specified in sections 33-606b and 33-606c to ratify a defective corporate action.
(b) In connection with an action under this section, the Superior Court may make such findings or orders, and take into account any factors or considerations, regarding such matters, as it deems proper under the circumstances.
(c) Service of process of the application under subsection (a) of this section on the corporation may be made in any manner provided by any provision of the general statutes or by rule of the applicable court, and no other party need be joined in order for the Superior Court to adjudicate the matter. In an action filed by the corporation, the Superior Court may require notice of the action to be provided to other persons specified by the Superior Court and permit such other persons to intervene in the action.
(d) Notwithstanding any provision of the general statutes, any action asserting that the ratification of any defective corporate action and any putative shares issued as a result of such defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought not later than one hundred twenty days after the validation effective time.
(P.A. 17-108, S. 10.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-609. - Forms. Mailing address.

(a) The Secretary of the State may prescribe and furnish on request forms for: (1) An application for a certificate of existence; (2) a foreign corporation's application for a certificate of authority to transact business in this state; (3) a foreign corporation's application for a certificate of withdrawal; and (4) the annual report. If the Secretary of the State so requires, use of these forms is mandatory.
(b) The Secretary of the State may prescribe and furnish on request forms for other documents required or permitted to be filed by sections 33-600 to 33-998, inclusive, but their use is not mandatory.
(c) If a corporation or a foreign corporation so requests in writing, the Secretary of the State shall mail to the address designated in such request, and to no other address of the corporation, all matter required or permitted by this chapter to be mailed to such corporation or foreign corporation by the Secretary of the State.
(P.A. 94-186, S. 5, 215; P.A. 97-246, S. 3, 99.)
History: P.A. 94-186 effective January 1, 1997; P.A. 97-246 added new Subsec. (c) re mailing of all matter to address designated by corporation, effective June 27, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-610. - Effective time and date of document.

(a) Except as provided in subsection (b) of this section and subsection (c) of section 33-611, a document accepted for filing is effective: (1) At the date and time of filing, as evidenced by such means as the Secretary of the State may use for the purpose of recording the date and time of filing; or (2) at the time specified in the document as its effective time on the date it is filed.
(b) A document, other than the certificate of incorporation of a domestic corporation or a certificate of authority of a foreign corporation, may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date.
(P.A. 94-186, S. 7, 215; P.A. 96-271, S. 5, 254; P.A. 98-137, S. 52, 62; 98-219, S. 33, 34; P.A. 01-199, S. 6.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to delete provision excluding “the articles of incorporation of a domestic incorporation or a certificate of authority of a foreign corporation” and amended Subsec. (b) to add provision excluding “the certificate of incorporation of a domestic corporation or a certificate of authority of a foreign corporation”, effective January 1, 1997; P.A. 98-137 amended Subsec. (a) to replace “transmitted by electronic means” with “electronically transmitted”, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 01-199 amended Subsec. (a)(1) to provide that a document is effective “At the date and time of filing, as evidenced by such means as the Secretary of the State may use for the purpose of recording the date and time of filing” rather than “At the time of filing on the date it is filed, as evidenced by the Secretary of the State's date and time endorsement on the original document or, when the document is electronically transmitted, as evidenced by electronic means prescribed by the Secretary of the State for the purpose of recording electronically the date and time of filing”.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-611. - Correcting filed document.

(a) A domestic or foreign corporation may correct a document filed by the Secretary of the State if (1) the document contains an inaccuracy, (2) the document was defectively made, executed, attested, sealed, verified or acknowledged, or (3) the electronic transmission was defective.
(b) A document is corrected: (1) By preparing a certificate of correction that (A) describes the document, including its filing date, or attaches a copy of it to the certificate, (B) specifies the inaccuracy or defect to be corrected, and (C) corrects the inaccuracy or defect; and (2) by delivering the certificate to the Secretary of the State for filing.
(c) A certificate of correction is effective on the effective date of the document it corrects except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, a certificate of correction is effective when filed.
(P.A. 94-186, S. 8, 215; P.A. 96-271, S. 6, 7, 254; P.A. 01-199, S. 7; P.A. 03-18, S. 3.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced “articles” of correction with “certificate” of correction in Subsecs. (b) and (c), effective January 1, 1997; P.A. 01-199 amended Subsec. (a) to make technical changes, replace “an incorrect statement” with “an inaccuracy” and add new Subdiv. (3) authorizing correction if the electronic transmission was defective and amended Subsec. (b)(1)(B) to replace “the incorrect statement and the reason it is incorrect or the manner in which the execution was defective” with “the inaccuracy or defect to be corrected” and Subsec. (b)(1)(C) to replace “the incorrect statement or defective execution” with “the inaccuracy or defect”; P.A. 03-18 amended Subsec. (a)(2) to add reference to document defectively made, effective July 1, 2003.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-612. - Filing duty of Secretary of the State.

(a) If a document delivered to the office of the Secretary of the State for filing satisfies the requirements of section 33-608, the Secretary of the State shall file it.
(b) The Secretary of the State files a document by stamping or otherwise endorsing “Filed”, together with his name and official title and the date and time of receipt on the original and on the receipt for the filing fee. After filing a document, except as provided in sections 33-662 and 33-928, the Secretary of the State shall deliver evidence of filing of such document and of payment of any required fee to the domestic or foreign corporation or its representative.
(c) If the Secretary of the State refuses to file a document, he shall return it to the domestic or foreign corporation or its representative within five days after the document was delivered, together with a brief written explanation of the reason for his refusal.
(d) The Secretary of the State's duty to file documents under this section is ministerial. His filing or refusing to file a document does not: (1) Affect the validity or invalidity of the document in whole or in part; (2) relate to the correctness or incorrectness of information contained in the document; or (3) create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
(P.A. 94-186, S. 9, 215; P.A. 96-271, S. 8, 254.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to replace reference to Sec. 33-929 with Sec. 33-928, effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-613. - Appeal from Secretary of the State's refusal to file document.

(a) If the Secretary of the State refuses to file a document delivered to his office for filing, the domestic or foreign corporation may appeal the refusal within thirty days after the return of the document to the superior court for the judicial district of Hartford. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the Secretary of the State's explanation of his refusal to file.
(b) The court may summarily order the Secretary of the State to file the document or take other action the court considers appropriate.
(c) The court's final decision may be appealed as in other civil proceedings.
(P.A. 88-230, S. 1, 2; P.A. 90-98, S. 1, 2; P.A. 93-142, S. 4, 7, 8; P.A. 94-186, S. 10, 215; P.A. 95-220, S. 4
–
6.)
History: P.A. 94-186 effective January 1, 1997. (Revisor's note: P.A. 88-230, P.A. 90-98 and P.A. 93-142 authorized substitution of “judicial district of Hartford” for “judicial district of Hartford-New Britain” in public and special acts of the 1994 regular and special sessions, effective September 1, 1996); P.A. 95-220 changed the effective date of P.A. 88-230 from September 1, 1996, to September 1, 1998, effective July 1, 1995.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-614. - Evidentiary effect of copy of filed document.

A copy of a document filed by the Secretary of the State, which copy is certified by the Secretary of the State, bearing his signature, which may be a facsimile, and the seal of this state, is conclusive evidence that the original document is on file with the Secretary of the State.
(P.A. 94-186, S. 11, 215.)
History: P.A. 94-186 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-615. - Certificate of existence or authorization.

(a) Any person may apply to the Secretary of the State to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation.
(b) The issuance of a certificate of existence or authorization shall be conclusive evidence that such corporation's most recent annual report required by section 33-953 has been delivered to the Secretary of the State and that a certificate of dissolution or a certificate of withdrawal has not been filed with respect to such corporation.
(P.A. 94-186, S. 12, 215; P.A 96-271, S. 9, 254.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to delete provision requiring a certificate of existence or authorization to “set forth the information provided in subdivisions (3) and (4) of subsection (b) of section 33-617”, replace “articles of dissolution” with “a certificate of dissolution” and add reference to “a certificate of withdrawal”, effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-616. - Penalty for signing false document.

A person who signs or otherwise executes a document he knows is false in any material respect with intent that the document be delivered to the Secretary of the State for filing shall be subject to the penalty for false statement under section 53a-157b.
(P.A. 94-186, S. 13, 215; P.A. 96-180, S. 108, 166.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-180 made technical change by correcting statutory reference, effective June 3, 1996.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-622. - Powers of Secretary of the State.

The Secretary of the State has the power reasonably necessary to perform the duties required of him by sections 33-600 to 33-998, inclusive.
(P.A. 94-186, S. 14, 215.)
History: P.A. 94-186 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-623. - Regulations regarding electronic filing.

The Secretary of the State may adopt regulations in accordance with the provisions of chapter 54 governing the filing with and delivery of documents to the office of the Secretary of the State under sections 33-600 to 33-998, inclusive, by electronic means, including facsimile and computer transmission.
(P.A. 94-186, S. 15, 215; P.A. 96-271, S. 14, 254.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 specified that the regulations govern documents filed “with” and delivered “to the Office of the Secretary of the State”, effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-624. - Interrogatories by Secretary of the State.

(a) The Secretary of the State may propound to any corporation subject to the provisions of sections 33-600 to 33-998, inclusive, domestic or foreign, and to any officer or director thereof, such interrogatories as may be reasonably necessary and proper to enable him to ascertain whether such corporation has complied with the provisions of said sections applicable to such corporation. Such interrogatories shall be answered within thirty days after the mailing thereof, or within such additional time as shall be fixed by the Secretary of the State, and the answers thereto shall be full and complete and shall be made in writing and under oath. If such interrogatories are directed to an individual they shall be answered by him, and, if directed to a corporation, they shall be answered by the president, vice president, secretary or assistant secretary thereof.
(b) Each corporation, domestic or foreign, and each officer and director of a corporation, domestic or foreign, failing or refusing within the time prescribed by this section to answer truthfully and fully interrogatories duly propounded to it or him by the Secretary of the State as provided in subsection (a) of this section shall be fined not more than five hundred dollars.
(c) Interrogatories propounded by the Secretary of the State and the answers thereto shall not be opened to public inspection nor shall the Secretary of the State disclose any facts or information obtained therefrom except insofar as his official duty may require the same to be made public or if such interrogatories or the answers thereto are required for evidence in any criminal proceedings or in any other action by this state.
(P.A. 94-186, S. 2, 215.)
History: P.A. 94-186 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-635. - Incorporators.

One or more persons may act as the incorporator or incorporators of a corporation by delivering a certificate of incorporation to the Secretary of the State for filing.
(P.A. 94-186, S. 20, 215; P.A. 96-271, S. 15, 254.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced “articles” of incorporation with “a certificate” of incorporation, effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-637. - Incorporation.

(a) The corporate existence begins when the certificate of incorporation is filed.
(b) The Secretary of the State's filing of the certificate of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
(P.A. 94-186, S. 22, 215; P.A. 96-271, S. 17, 254.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced “articles” of incorporation with “certificate” of incorporation where appearing and amended Subsec. (a) to delete exception when a delayed effective date is specified, effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-638. - Liability for preincorporation transactions.

All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under sections 33-600 to 33-998, inclusive, are jointly and severally liable for all liabilities created while so acting.
(P.A. 94-186, S. 23, 215.)
History: P.A. 94-186 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-639. - Organization of corporation.

(a) After incorporation: (1) If initial directors are named in the certificate of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting; (2) if initial directors are not named in the certificate, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: (A) To elect directors and complete the organization of the corporation; or (B) to elect a board of directors who shall complete the organization of the corporation.
(b) Action required or permitted by sections 33-600 to 33-998, inclusive, to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.
(c) An organizational meeting may be held in or out of this state.
(d) An organizational meeting held before incorporation is valid as if it were held after incorporation if the persons holding the meeting could properly have held such meeting after incorporation.
(P.A. 94-186, S. 24, 215; P.A. 96-271, S. 18, 254; P.A. 97-246, S. 5, 99.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace “articles” of incorporation with “certificate” of incorporation, effective January 1, 1997; P.A. 97-246 added new Subsec. (d) re validity of organizational meeting held before incorporation, effective June 27, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-640. - Bylaws.

(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
(b) The bylaws of a corporation may contain any provision that is not inconsistent with law or the certificate of incorporation.
(c) The bylaws may contain one or both of the following provisions:
(1) A requirement that if the corporation solicits proxies or consents with respect to an election of directors, the corporation include in its proxy statement and any form of its proxy or consent, to the extent and subject to such procedures or conditions as are provided in the bylaws, one or more individuals nominated by a shareholder in addition to individuals nominated by the board of directors; and
(2) A requirement that the corporation reimburse the expenses incurred by a shareholder in soliciting proxies or consents in connection with an election of directors, to the extent and subject to such procedures or conditions as are provided in the bylaws, provided that no bylaw so adopted shall apply to elections for which any record date precedes its adoption.
(d) Notwithstanding subdivision (2) of subsection (b) of section 33-806, the shareholders in amending, repealing or adopting a bylaw described in subsection (c) of this section may not limit the authority of the board of directors to amend or repeal any condition or procedure set forth in or to add any procedure or condition to such a bylaw in order to provide for a reasonable, practicable and orderly process.
(P.A. 94-186, S. 25, 215; P.A. 96-271, S. 19, 254; P.A. 12-32, S. 8.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to replace “articles” of incorporation with “certificate” of incorporation, effective January 1, 1997; P.A. 12-32 amended Subsec. (b) to delete “for managing the business and regulating the affairs of the corporation”, added Subsec. (c) re bylaw provisions concerning solicitation of proxies or consents and added Subsec. (d) re prohibition on limiting authority of board re bylaw described in Subsec. (c).
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-641. - Emergency bylaws.

(a) Unless the certificate of incorporation provides otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including: (1) Procedures for calling a meeting of the board of directors; (2) quorum requirements for the meeting; and (3) designation of additional or substitute directors.
(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
(c) Corporate action taken in good faith in accordance with the emergency bylaws: (1) Binds the corporation; and (2) may not be used to impose liability on a corporate director, officer, employee or agent.
(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
(P.A. 94-186, S. 26, 215; P.A. 96-271, S. 20, 254.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace “articles” of incorporation with “certificate” of incorporation, effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-642. - Certificate of incorporation or bylaws may require that internal corporate claims be brought in specified courts.

(a) The certificate of incorporation or the bylaws of a corporation may require that any or all internal corporate claims be brought exclusively in any specified court or courts of this state and, if so specified, in any additional courts in this state or in any other jurisdictions with which the corporation has a reasonable relationship.
(b) A provision of the certificate of incorporation or the bylaws adopted under subsection (a) of this section shall not have the effect of conferring jurisdiction on any court or over any person or claim, and shall not apply if none of the courts specified by such provision have the requisite personal and subject matter jurisdiction. If the court or courts of this state specified in a provision adopted under subsection (a) of this section do not have the requisite personal and subject matter jurisdiction and another court of this state does have such jurisdiction, then the internal corporate claim may be brought in such other court of this state, notwithstanding that such other court of this state is not specified in such provision, and in any other court specified in such provision that has the requisite jurisdiction.
(c) No provision of the certificate of incorporation or the bylaws may prohibit bringing an internal corporate claim in the courts of this state or require such claims to be determined by arbitration.
(d) As used in this section, “internal corporate claim” means, (1) any claim that is based upon a violation of a duty under the laws of this state by a current or former director, officer or shareholder in such capacity, (2) any derivative action or proceeding brought on behalf of the corporation, (3) any action asserting a claim arising pursuant to any provision of sections 33-600 to 33-998, inclusive, or the certificate of incorporation or bylaws, or (4) any action asserting a claim governed by the internal affairs doctrine that is not included in subdivisions (1) to (3), inclusive, of this subsection.
(P.A. 17-108, S. 20.)