reglab/statecodes huggingface dataset:
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-912. - 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 shareholders for the purposes and in the manner provided by sections 33-600 to 33-998, inclusive, for corporations incorporated under said sections except that its certificate of incorporation as so amended shall not authorize it to engage in any business or to carry on its business in any area unless either (1) it could be so authorized under section 33-645, 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 “limited” or “Societa per Azioni” 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 business, and its special rights, privileges and immunities, recite such provisions.
(P.A. 94-186, S. 181, 215; P.A. 96-271, S. 132, 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. (b) to add “Societa per Azioni”, effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-913. - Surrender of charter and reincorporation.

(a) Any specially chartered corporation may surrender its charter and reincorporate under sections 33-600 to 33-998, inclusive, in the manner provided in this section, provided its certificate of incorporation upon effecting reincorporation shall contain only such provisions as might be lawfully contained in a certificate of incorporation under said sections at the time of effecting reincorporation.
(b) The shareholders shall adopt a resolution to such effect and a certificate of incorporation complying with sections 33-600 to 33-998, inclusive, both in the manner provided by section 33-797 in the case of an amendment by shareholders, except that the affirmative vote required shall be at least a majority of the voting power of the outstanding shares of each class.
(c) A certificate setting forth such resolution and a 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 33-797 in the case of an amendment by shareholders.
(d) Reincorporation shall take effect as provided in section 33-637. Upon the effectiveness of such reincorporation, the corporation shall cease to be a specially chartered corporation, shall continue its corporate existence under sections 33-600 to 33-998, inclusive, and shall in all respects be subject to and have the benefits of said sections.
(P.A. 94-186, S. 182, 215; P.A. 96-271, S. 133, 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 made a technical change, effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-914. - Franchise tax.

(a) Specially chartered corporations formed after January 1, 1961, shall pay franchise tax as provided in section 33-618.
(b) A specially chartered corporation in existence on January 1, 1961, shall, in respect of the number of shares which it is authorized by shareholders to issue but has not been issued at said date, continue to pay franchise tax under and in accordance with franchise tax provisions in effect and applicable to such corporations on said date.
(c) Together with its payment of franchise tax next following January 1, 1961, each specially chartered corporation in existence on said date shall file with the Secretary of the State a statement, executed as provided in section 33-608, of the number of shares which it was authorized by shareholders to issue but had not issued by January 1, 1961. Whenever shareholders of such a corporation shall increase the number of shares authorized to be issued over the number set forth in such statement, the corporation shall file an amended statement, so executed, setting forth such increase and such corporation shall be subject to the provisions of section 33-618 as in the case of an increase of authorized shares by amendment of the certificate of incorporation. If the certificate of incorporation of such a corporation shall, by special act or by amendment by shareholders, be amended to provide for a designated number of authorized shares, which number is an increase over the number of authorized shares set forth in the latest statement filed pursuant to this subsection, such increase shall be subject to the provisions of section 33-618 and thereafter such corporation shall be subject to said section and to this subsection.
(P.A. 94-186, S. 183, 215; P.A. 96-271, S. 134, 254.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (c) to replace references to “January 1, 1997” with “January 1, 1961” and “articles” of incorporation with “certificate” of incorporation, effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-920. - Authority to transact business required.

(a) A foreign corporation, other than an insurance, surety or indemnity company, may not transact business in this state until it obtains a certificate of authority from the Secretary of the State. No foreign corporation engaged in the business of a gas, electric distribution or water company, or cemetery corporation, 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 transact in this state the business 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 transact business 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 transacting business 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 shareholders or carrying on other activities concerning internal corporate affairs; (3) maintaining bank accounts; (4) maintaining offices or agencies for the transfer, exchange and registration of the corporation's own securities or maintaining trustees or depositaries with respect to those securities; (5) selling through independent contractors; (6) 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; (7) creating or acquiring indebtedness, mortgages and security interests in real or personal property; (8) securing or collecting debts or enforcing mortgages and security interests in property securing the debts; (9) owning, without more, real or personal property; (10) 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; (11) transacting business in interstate commerce.
(c) The list of activities in subsection (b) of this section is not exhaustive.
(P.A. 94-186, S. 184, 215; P.A. 97-246, S. 29, 99; P.A. 98-28, S. 108, 117; P.A. 14-134, S. 39.)
History: P.A. 94-186 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 transacting business in this state until it obtains a certificate of authority from the Secretary of the State, 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 601 - Business Corporations › Section 33-921a. - Limited amnesty for foreign corporation transacting business without authority.

Notwithstanding any provision of sections 33-600 to 33-998, inclusive, any foreign corporation transacting business in this state without a certificate of authority that voluntarily comes forward during the period commencing July 1, 2001, and ending July 1, 2002, to obtain a certificate of authority shall not be liable for the monthly penalty that would otherwise be imposed pursuant to subsection (d) of section 33-921. The amnesty provided by this section shall not apply to any other fees, taxes or penalties owed by a foreign corporation or any interest thereon.
(P.A. 01-81, S. 2, 3.)
History: P.A. 01-81 effective July 1, 2001.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-922. - Application for certificate of authority.

(a) A foreign corporation may apply for a certificate of authority to transact business 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 33-925; (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. 94-186, S. 186, 215; P.A. 97-246, S. 30, 99; P.A. 98-137, S. 14, 62; 98-219, S. 33, 34; P.A. 14-154, S. 3.)
History: P.A. 94-186 effective January 1, 1997; P.A. 97-246 amended Subsec. (a)(6) to replace requirement that application set forth the “business addresses or, if there is no business address for any such person, the residence address, of its current directors and officers” with provision 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) to add 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 601 - Business Corporations › Section 33-923. - Amended certificate of authority.

(a) A foreign corporation authorized to transact business 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 33-922 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.
(P.A. 94-186, S. 187, 215.)
History: P.A. 94-186 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-924. - Effect of certificate of authority.

(a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in sections 33-600 to 33-998, 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 33-600 to 33-998, inclusive, is subject to the same duties, restrictions, penalties and liabilities imposed on, a domestic corporation of like character.
(c) Sections 33-600 to 33-998, inclusive, do not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.
(P.A. 94-186, S. 188, 215; P.A. 96-271, S. 135, 254.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to make a technical change, effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-927. - Change of registered office or registered agent of foreign corporation.

(a) A foreign corporation authorized to transact business 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 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. 94-186, S. 191, 215; P.A. 97-246, S. 33, 99; P.A. 11-147, S. 23.)
History: P.A. 94-186 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, 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, and delete former Subdiv. (6) that had required the statement to set forth that, after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical, effective June 27, 1997; P.A. 11-147 amended Subsec. (b) to delete provision re agent signing statement “either manually or in facsimile”.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-928. - 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. 94-186, S. 192, 215; P.A. 97-246, S. 34, 35, 99.)
History: P.A. 94-186 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 601 - Business Corporations › Section 33-932. - Withdrawal of foreign corporation.

(a) A foreign corporation authorized to transact business 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 transact business 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 transacting business in this state and that it surrenders its authority to transact business 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 transact business 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 33-929 is service on the foreign corporation.
(P.A. 94-186, S. 194, 215; P.A. 97-246, S. 37, 38, 99.)
History: P.A. 94-186 effective January 1, 1997; P.A. 97-246 amended Subsec. (b) to provide in Subdiv. (3) 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. 33-929” 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.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-935. - Grounds for revocation.

The Secretary of the State may commence a proceeding under section 33-936 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if: (1) The foreign corporation has failed to file its annual report with the Secretary of the State; (2) the foreign corporation does not pay within sixty days after they are due any license fees, franchise taxes or penalties imposed by sections 33-600 to 33-998, inclusive, or other law; (3) the foreign corporation is without a registered agent or registered office in this state for sixty days or more; (4) the foreign corporation does not inform the Secretary of the State under section 33-927 or 33-928 that its registered agent or registered office has changed, that its registered agent has resigned or that its registered office has been discontinued within sixty days of the change, resignation or discontinuance; (5) an incorporator, director, officer or agent of the foreign corporation signed a document he knew was false in any material respect with intent that the document be delivered to the Secretary of the State for filing; or (6) the Secretary of the State receives a duly authenticated certificate from the secretary of the state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger.
(P.A. 94-186, S. 195, 215; P.A. 95-252, S. 31, 36; P.A. 14-154, S. 4.)
History: P.A. 94-186 effective January 1, 1997; P.A. 95-252 deleted former Subdiv. (1) that had provided as a ground for the revocation of a certificate of authority the failure of a foreign corporation to deliver its annual report to the Secretary of the State within 60 days after it is due, renumbering the remaining Subdivs. accordingly, effective January 1, 1997; P.A. 14-154 added new Subdiv. (1) re revocation of certificate of authority to transact business due to foreign corporation's failure to file annual report with Secretary of the State and redesignated existing Subdivs. (1) to (5) as Subdivs. (2) to (6), effective January 1, 2015.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-937. - Appeal from revocation.

(a) A foreign corporation may appeal the Secretary of the State's revocation of its certificate of authority to the Superior Court within thirty days after service of the certificate of revocation is effective under section 33-929. The foreign corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the Secretary of the State's certificate of revocation.
(b) The court may summarily order the Secretary of the State to reinstate the certificate of authority or may take any other action the court considers appropriate.
(c) The court's final decision may be appealed as in other civil proceedings.
(P.A. 94-186, S. 197, 215; P.A. 97-246, S. 88, 99.)
History: P.A. 94-186 effective January 1, 1997; P.A. 97-246 amended Subsec. (a) to replace “perfected” with “effective”, effective June 27, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-945. - Corporate records.

(a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.
(b) A corporation shall maintain appropriate accounting records.
(c) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each.
(d) A corporation shall maintain its records in the form of a document, including an electronic record, or in another form capable of conversion into paper form within a reasonable time.
(e) A corporation shall keep a copy of the following records at its principal office: (1) Its certificate of incorporation or restated certificate of incorporation, all amendments to them currently in effect and any notices to shareholders referred to in subsection (l) of section 33-608 regarding facts on which a document is dependent; (2) its bylaws or restated bylaws and all amendments to them currently in effect; (3) resolutions adopted by its board of directors creating one or more classes or series of shares and fixing their relative rights, preferences and limitations, if shares issued pursuant to those resolutions are outstanding; (4) the minutes of all shareholders' meetings and records of all action taken by shareholders without a meeting for the past three years; (5) all written communications to shareholders generally within the past three years, including the financial statements furnished for the past three years under section 33-951; (6) a list of the names and business addresses of its current directors and officers; and (7) its most recent annual report delivered to the Secretary of the State under section 33-953.
(P.A. 94-186, S. 198, 215; P.A. 96-271, S. 143, 254; P.A. 03-158, S. 12; P.A. 11-147, S. 24.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (e) to replace “articles” of incorporation with “certificate” of incorporation, effective January 1, 1997; P.A. 03-158 amended Subsec. (e)(1) by adding provision re notices to shareholders of facts on which a document is dependent and by making a technical change; P.A. 11-147 amended Subsec. (d) to replace “in written form” with “in the form of a document, including an electronic record” and replace “written form” with “paper form”.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-947. - Scope of inspection right.

(a) A shareholder's agent or attorney has the same inspection and copying rights as the shareholder represented.
(b) The right to copy records under section 33-946 includes, if reasonable, the right to receive copies by xerographic or other means, including copies through an electronic transmission if available and so requested by the shareholder.
(c) The corporation may comply at its expense with a shareholder's demand to inspect the record of shareholders under subdivision (3) of subsection (c) of section 33-946 by providing the shareholder with a list of shareholders that was compiled no earlier than the date of the shareholder's demand.
(d) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production, reproduction or transmission of the records.
(P.A. 94-186, S. 200, 215; P.A. 01-199, S. 27; P.A. 11-147, S. 27.)
History: P.A. 94-186 effective January 1, 1997; P.A. 01-199 amended Subsec. (b) to replace “the right to receive copies made by photographic, xerographic or other means” with “the right to receive copies by xerographic or other means, including copies through an electronic transmission if available and so requested by the shareholder”, redesignated former Subsec. (d) as Subsec. (c) and amended to add “at its expense”, redesignated former Subsec. (c) as Subsec. (d) and amended to include the estimated cost of “transmission” of the records and made technical changes throughout section for purposes of gender neutrality; P.A. 11-147 amended Subsec. (c) to make a technical change in statutory reference.
Cited. 45 CS 101.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-948. - Court-ordered inspection.

(a) If a corporation does not allow a shareholder who complies with subsection (a) of section 33-946 to inspect and copy any records required by that subsection to be available for inspection, 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 summarily order inspection and copying of the records demanded at the corporation's expense upon application of the shareholder.
(b) If a corporation does not within a reasonable time allow a shareholder to inspect and copy any other record, the shareholder who complies with subsections (c) and (d) of section 33-946 may apply 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 for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.
(c) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the shareholder's expenses incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded.
(d) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding shareholder.
(P.A. 94-186, S. 201, 215; P.A. 97-246, S. 40, 99; P.A. 09-55, S. 20; P.A. 11-147, S. 28.)
History: P.A. 94-186 effective January 1, 1997; P.A. 97-246 amended Subsec. (c) to replace “counsel fees” with “attorney's fees”, effective June 27, 1997; P.A. 09-55 amended Subsec. (c) to replace “costs, including reasonable attorney's fees” with “expenses”; P.A. 11-147 amended Subsec. (b) to make technical changes in statutory references.
Cited. 45 CS 101.
Subsec. (b):
Law firm lacked probable cause to file complaint on behalf of shareholder to permit inspection of corporate records in matter where the offer to repurchase shares of stock held by shareholder had expired. 103 CA 20.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-949. - Inspection of records by directors.

(a) A director of a corporation is entitled to inspect and copy the books, records and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including duties as a member of a committee, but not for any other purpose or in any manner that would violate any duty to the corporation.
(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 may order inspection and copying of the books, records and documents at the corporation's expense, upon application of a director who has been refused such inspection rights, unless the corporation establishes that the director is not entitled to such inspection rights. The court shall dispose of an application under this subsection on an expedited basis.
(c) If an order is issued, the court may include provisions protecting the corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director's expenses incurred in connection with the application.
(P.A. 01-199, S. 28; P.A. 09-55, S. 21.)
History: P.A. 09-55 amended Subsec. (c) to replace “the director's costs, including reasonable counsel fees” with “the director's expenses”.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-950. - Exception to notice requirement.

(a) Whenever notice would otherwise be required to be given under any provision of sections 33-600 to 33-998, inclusive, to a shareholder, such notice need not be given if:
(1) Notices to the shareholders of two consecutive annual meetings, and all notices of meetings during the period between such two consecutive annual meetings, have been sent to such shareholder at such shareholder's address as shown on the records of the corporation and have been returned undeliverable or could not be delivered; or
(2) All, but not less than two, payments of dividends on securities during a twelve-month period, or two consecutive payments of dividends on securities during a period of more than twelve months, have been sent to such shareholder at such shareholder's address as shown on the records of the corporation and have been returned undeliverable or could not be delivered.
(b) If any such shareholder delivers to the corporation a written notice setting forth such shareholder's current address, the requirement that notice be given to such shareholder shall be reinstated.
(P.A. 01-199, S. 29; P.A. 11-147, S. 25.)
History: P.A. 11-147 amended Subsec. (a) to rephrase prefatory language, replace “Notice” with “Notices to the shareholders” and include notices that “could not be delivered” in Subdiv. (1) and include payments of dividends that “could not be delivered” in Subdiv. (2).
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-951. - Financial statements for shareholders.

(a) A corporation, except a corporation required by law to file financial reports with the Banking Commissioner, the Insurance Commissioner or the Public Utilities Regulatory Authority, shall furnish its shareholders annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of changes in shareholders' equity for the year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.
(b) If the annual financial statements are reported upon by a public accountant, his report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's accounting records: (1) Stating his reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and (2) describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
(c) Such corporation shall deliver the annual financial statements to each shareholder within one hundred twenty days after the close of each fiscal year. Thereafter, on written request from a shareholder to whom the statements were not delivered, the corporation shall deliver to such shareholder the latest financial statements. Any delivery of financial statements by electronic transmission permitted by this section must be in a manner authorized by the shareholder. A public corporation may fulfill its responsibilities under this subsection by delivering the specified financial statements, or otherwise making them available, in any manner permitted by the applicable rules and regulations of the United States Securities and Exchange Commission.
(P.A. 94-186, S. 202, 215; P.A. 03-84, S. 22; P.A. 09-55, S. 30; P.A. 11-80, S. 1.)
History: P.A. 94-186 effective January 1, 1997; P.A. 03-84 changed “Commissioner of Banking” to “Banking Commissioner” in Subsec. (a), effective June 3, 2003; P.A. 09-55 amended Subsec. (c) to replace “mail” and “mailed” with “deliver” and “delivered”, add requirement that delivery by electronic transmission be in a manner authorized by the shareholder, add provision re public corporation may fulfill its responsibilities by delivering or making available the financial statements in a manner permitted by the Securities and Exchange Commission and make technical changes; pursuant to P.A. 11-80, “Department of Public Utility Control” was changed editorially by the Revisors to “Public Utilities Regulatory Authority” in Subsec. (a), effective July 1, 2011.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-954. - Failure to file report. Incorrect report.

(a) Any corporation required to file annual reports as provided in section 33-953, which fails to file its annual report on or before the due date thereof, shall be in default in respect thereof until the same is filed.
(b) The Secretary of the State shall not accept for filing a report from a corporation until any default for failure to file any prior report is cured. If the Secretary of the State finds that any annual report received from a corporation does not conform to law, he may return it to the corporation for correction. If the report is returned for correction and is not received by the Secretary of the State in corrected form on or before the due date thereof, the corporation shall be in default for failure to file its report. If the report is returned for failure to file any previous report and is not returned with any such previous report on or before the due date of the current report, the corporation shall be in default for failure to file two reports.
(P.A. 94-186, S. 205, 215; P.A. 95-252, S. 32, 36; P.A. 96-271, S. 146, 254.)
History: P.A. 94-186 effective January 1, 1997; P.A. 95-252 deleted Subsec. (c) that had required the Secretary of the State to effect the administrative dissolution of a corporation that is in default of filing its annual report, effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to delete provision re filing fee for corrected report filed after the due date thereof, effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-955. - Interim notice of change of director or officer.

(a) When the directors or officers of a domestic or foreign corporation that is required to file an annual report pursuant to subsection (a) of section 33-953 change after the corporation has filed its most current annual report and not later than thirty days preceding the month during which the corporation's next annual report becomes due, the corporation shall file with the Secretary of the State an interim notice of change of director or officer that sets forth: (1) The name of the corporation, and (2) the names, titles and respective business and residence addresses of any new director or officer and the names and titles of any director or officer who has ceased to hold office. 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) Any changes to the directors or officers of a domestic or foreign corporation that occur within the thirty-day period preceding the month during which the corporation's annual report becomes due shall be reflected on such corporation's next annual report filed pursuant to section 33-953.
(P.A. 98-137, S. 10, 62; 98-219, S. 33, 34.)
History: P.A. 98-137 effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-995. - Applicability to domestic corporations in existence on January 1, 1997.

Sections 33-600 to 33-998, inclusive, apply to all domestic corporations in existence on January 1, 1997, that were incorporated under any general statute of this state providing for incorporation of corporations with capital stock if power to amend or repeal the statute under which the corporation was incorporated was reserved.
(P.A. 94-186, S. 206, 215; P.A. 96-271, S. 147, 254.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced “corporations for profit” with “corporations with capital stock”, effective January 1, 1997.
Plaintiffs failed to prove either statutory or classical aggrievement and lacked standing to challenge Secretary of the State's certificate of reinstatement and name change of a company that had been dissolved administratively. 105 CA 654.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-996. - Applicability to qualified foreign corporations.

A foreign corporation authorized to transact business in this state on January 1, 1997, is subject to sections 33-600 to 33-998, inclusive, but is not required to obtain a new certificate of authority to transact business under said sections.
(P.A. 94-186, S. 207, 215.)
History: P.A. 94-186 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-997. - Saving provisions.

(a) Except as provided in subsection (b) of this section, the repeal of a statute by public act 94-186 does not affect: (1) The operation of the statute or any action taken under it before its repeal; (2) any ratification, right, remedy, privilege, obligation or liability acquired, accrued or incurred under the statute before its repeal; (3) any violation of the statute, or any penalty, forfeiture or punishment incurred because of the violation, before its repeal; (4) any proceeding, reorganization or dissolution commenced under the statute before its repeal, and the proceeding, reorganization or dissolution may be completed in accordance with the statute as if it had not been repealed.
(b) If a penalty or punishment imposed for violation of a statute repealed by public act 94-186 is reduced by sections 33-600 to 33-998, inclusive, the penalty or punishment if not already imposed shall be imposed in accordance with said sections.
(c) In the event that any provisions of sections 33-600 to 33-998, inclusive, are deemed to modify, limit or supersede the federal Electronic Signatures in Global and National Commerce Act, 15 USC 7001 et seq., the provisions of sections 33-600 to 33-998, inclusive, shall control to the maximum extent permitted by Section 102(a)(2) of that federal act.
(P.A. 94-186, S. 208, 215; P.A. 11-147, S. 26.)
History: P.A. 94-186 effective January 1, 1997; P.A. 11-147 added Subsec. (c) re relationship between chapter and federal Electronic Signatures in Global and National Commerce Act.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-997a. - Reservation of power to amend or repeal.

The General Assembly has power to amend or repeal all or part of sections 33-600 to 33-998, inclusive, at any time, and all domestic and foreign corporations subject to said sections are governed by the amendment or repeal.
(P.A. 96-271, S. 148, 254.)
History: P.A. 96-271 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-998. - Severability.

If any provision of sections 33-600 to 33-998, inclusive, or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of said sections that can be given effect without the invalid provision or application, and to this end the provisions of said sections are severable.
(P.A. 94-186, S. 209, 215.)
History: P.A. 94-186 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1000. - Short title: Connecticut Revised Nonstock Corporation Act.

Sections 33-1000 to 33-1290, inclusive, shall be known and may be cited as the “Connecticut Revised Nonstock Corporation Act”.
(P.A. 96-256, S. 1, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1001. - Construction of statutes.

(a) Sections 33-1000 to 33-1290, inclusive, shall be so construed as to provide for a general corporate form for the conduct of lawful activities 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 without 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 33-1000 to 33-1290, inclusive, but which provision was permitted to be contained in such certificate pursuant to the provisions of applicable law as 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 herewith, except as provided in sections 33-1181, 33-1203, 33-1243 and 33-1244.
(P.A. 96-256, S. 2, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1003a. - Qualified director.

(a) For purposes of sections 33-1000 to 33-1290, inclusive, a qualified director is a director who, at the time action is to be taken under:
(1) Section 33-1119 or 33-1121, (A) is not a party to the proceeding, (B) is not a director who sought approval for a director's conflicting interest transaction under section 33-1129 or a disclaimer of the corporation's interest in a business opportunity under section 33-1131, which approval or disclaimer is challenged in the proceeding, and (C) does not have a material relationship with a director described in either subparagraph (A) or (B) of this subdivision;
(2) Section 33-1129, is not a director (A) as to whom the transaction is a director's conflicting interest transaction, or (B) who has a material relationship with another director as to whom the transaction is a director's conflicting interest transaction; or
(3) Section 33-1131, would be a qualified director under subdivision (2) of this subsection if the business opportunity were a director's conflicting interest transaction.
(b) For purposes of this section:
(1) “Material relationship” means a familial, financial, professional or employment relationship that would reasonably be expected to impair the objectivity of the director's judgment when participating in the action to be taken; and
(2) “Material interest” means an actual or potential benefit or detriment, other than one which would devolve on the corporation or the members or directors generally, that would reasonably be expected to impair the objectivity of the director's judgment when participating in the action to be taken.
(c) The presence of one or more of the following circumstances shall not by itself prevent a director from being a qualified director:
(1) Nomination or election of the director to the current board by any director who is not a qualified director with respect to the matter, or by any person that has a material relationship with that director, acting alone or participating with others; or
(2) Service as a director of another corporation of which a director who is not a qualified director with respect to the matter, or any individual who has a material relationship with that director, is also a director.
(P.A. 06-68, S. 17.)