reglab/statecodes huggingface dataset:
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-841. - Approval of business combination.

In addition to any vote otherwise required by law or the certificate of incorporation of a corporation, a business combination shall first be approved by the board of directors and then be approved by the affirmative vote of at least: (1) The holders of eighty per cent of the voting power of the outstanding shares of the voting stock of the corporation; and (2) the holders of two-thirds of the voting power of the outstanding shares of voting stock of the corporation other than voting stock held by the interested shareholder who is, or whose affiliate or associate is, a party to the business combination or held by an affiliate or associate of the interested shareholder.
(P.A. 94-186, S. 142, 215.)
History: P.A. 94-186 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-844. - Business combination with interested shareholder prohibited for five years unless approved by board of directors.

(a) Except as provided in section 33-845, notwithstanding anything to the contrary in sections 33-840 to 33-845, inclusive, no resident domestic corporation shall engage in any business combination with any interested shareholder of such resident domestic corporation for a period of five years following such interested shareholder's stock acquisition date unless such business combination or the purchase of stock made by such interested shareholder on such interested shareholder's stock acquisition date is approved by the board of directors of such resident domestic corporation and by a majority of the nonemployee directors of which there shall be at least two, prior to such interested shareholder's stock acquisition date.
(b) If a good faith proposal is made in writing to the board of directors of a resident domestic corporation regarding a business combination, the board of directors shall respond, in writing, within forty-five days or such shorter period, if any, as may be required by the Exchange Act, setting forth its reasons for its decision regarding such proposal. If a good faith proposal to purchase stock is made in writing to the board of directors of a resident domestic corporation, the board of directors, unless it responds affirmatively in writing within forty-five days or such shorter period, if any, as may be required by the Exchange Act, shall be deemed to have disapproved such stock purchase.
(c) The provisions of this section shall be in addition to any other provisions of the general statutes which apply to such business combination.
(P.A. 94-186, S. 145, 215.)
History: P.A. 94-186 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-857. - Assertion of rights by nominees and beneficial owners.

(a) A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder's name but owned by a beneficial shareholder only if the record shareholder objects with respect to all shares of the class or series owned by the beneficial shareholder and notifies the corporation in writing of the name and address of each beneficial shareholder on whose behalf appraisal rights are being asserted. The rights of a record shareholder who asserts appraisal rights for only part of the shares held of record in the record shareholder's name under this subsection shall be determined as if the shares as to which the record shareholder objects and the record shareholder's other shares were registered in the names of different record shareholders.
(b) A beneficial shareholder may assert appraisal rights as to shares of any class or series held on behalf of the shareholder only if such shareholder: (1) Submits to the corporation the record shareholder's written consent to the assertion of such rights no later than the date referred to in subparagraph (B) of subdivision (2) of subsection (b) of section 33-862; and (2) does so with respect to all shares of the class or series that are beneficially owned by the beneficial shareholder.
(P.A. 94-186, S. 149, 215; P.A. 01-199, S. 17.)
History: P.A. 94-186 effective January 1, 1997; P.A. 01-199 revised and rephrased section including replacing “dissenters' rights” with “appraisal rights” where appearing, amending Subsec. (a) to permit a record shareholder to assert appraisal rights as to fewer than all the shares registered in the record shareholder's name “only if the record shareholder objects with respect to all shares of the class or series owned by the beneficial shareholder” rather than “only if he dissents with respect to all shares owned beneficially by any one person” and amending Subsec. (b) to permit a beneficial shareholder to assert appraisal rights as to shares “of any class or series” held on behalf of the shareholder, require in Subdiv. (1) the submission of the record shareholder's written consent not later than the date referred to in Sec. 33-862(b)(2)(B) rather than not later than “the time the beneficial shareholder asserts dissenters' rights” and require in Subdiv. (2) that the beneficial shareholder does so with respect to “all shares of the class or series that are beneficially owned by the beneficial shareholder” rather than “all shares of which he is the beneficial shareholder or over which he has power to direct the vote”.
Cited. 44 CS 12.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-867. - After-acquired shares.

(a) A corporation may elect to withhold payment required by section 33-865 from any shareholder who was required to, but did not certify that beneficial ownership of all of the shareholder's shares for which appraisal rights are asserted was acquired before the date set forth in the appraisal notice sent pursuant to subdivision (1) of subsection (b) of section 33-862.
(b) If the corporation elected to withhold payment under subsection (a) of this section, it must, within thirty days after the form required by subparagraph (B) of subdivision (2) of subsection (b) of section 33-862 is due, notify all shareholders who are described in subsection (a) of this section:
(1) Of the information required by subdivision (1) of subsection (b) of section 33-865;
(2) Of the corporation's estimate of fair value pursuant to subdivision (2) of subsection (b) of section 33-865;
(3) That such shareholders may accept the corporation's estimate of fair value, plus interest, in full satisfaction of their demands or demand payment under section 33-868;
(4) That those shareholders who wish to accept such offer must so notify the corporation of their acceptance of the corporation's offer within thirty days after receiving the offer; and
(5) That those shareholders who do not satisfy the requirements for demanding payment under section 33-868 shall be deemed to have accepted the corporation's offer.
(c) Within ten days after receiving the shareholder's acceptance pursuant to subsection (b) of this section, the corporation must pay in cash the amount it offered under subdivision (2) of subsection (b) of this section to each shareholder who agreed to accept the corporation's offer in full satisfaction of the shareholder's demand.
(d) Within forty days after sending the notice described in subsection (b) of this section, the corporation must pay in cash the amount it offered to pay under subdivision (2) of subsection (b) of this section to each shareholder described in subdivision (5) of subsection (b) of this section.
(P.A. 94-186, S. 157, 215; P.A. 01-199, S. 23; P.A. 09-55, S. 11.)
History: P.A. 94-186 effective January 1, 1997; P.A. 01-199 amended Subsec. (a) to rephrase provisions, amended Subsec. (b) to replace former provisions re payment by the corporation of each dissenter who agrees to accept the estimated fair value of the shares plus accrued interest in full satisfaction of his demand with provisions requiring a corporation that has elected to withhold payment to notify all shareholders described in Subsec. (a) and specifying in new Subdivs. (1) to (5) the contents of such notice, added new Subsec. (c) re payment of each shareholder who agreed to accept the corporation's offer in full satisfaction of the shareholder's demand and added new Subsec. (d) re payment of each shareholder described in Subsec. (b)(5); P.A. 09-55 amended Subsec. (a) to replace “any shareholder who did not certify” with “any shareholder who was required to, but did not certify”.
Cited. 44 CS 12.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-868. - Procedure if shareholder dissatisfied with payment or offer.

(a) A shareholder paid pursuant to section 33-865 who is dissatisfied with the amount of the payment must notify the corporation in writing of the shareholder's estimate of the fair value of the shares and demand payment of that estimate, plus interest, less any payment under section 33-865. A shareholder offered payment under section 33-867 who is dissatisfied with that offer must reject the offer and demand payment of the shareholder's stated estimate of the fair value of the shares plus interest.
(b) A shareholder who fails to notify the corporation in writing of the shareholder's demand to be paid the shareholder's stated estimate of the fair value of the shares plus interest under subsection (a) of this section within thirty days after receiving the corporation's payment under section 33-865 or offer of payment under section 33-867 waives the right to demand payment under this section and shall be entitled only to the payment made under section 33-865 or the payment offered under section 33-867.
(P.A. 94-186, S. 158, 215; P.A. 01-199, S. 24.)
History: P.A. 94-186 effective January 1, 1997; P.A. 01-199 amended Subsec. (a) to revise and rephrase provisions including replacing “dissenter” with “shareholder” where appearing, deleting provisions authorizing the dissenter to demand payment if the corporation fails to make payment under Sec. 33-865 within 60 days after the date set for demanding payment and if the corporation fails to take the proposed action and does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within 60 days after the date set for demanding payment and amended Subsec. (b) to rephrase provisions re waiver by a shareholder of the right to demand payment and add provision that such shareholder shall be entitled only to the payment made under Sec. 33-865 or the payment offered under Sec. 33-867.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-880. - Dissolution by incorporators or initial directors.

A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Secretary of the State for filing a certificate of dissolution that sets forth: (1) The name of the corporation; (2) either (A) that none of the corporation's shares have been issued or (B) that the corporation has not commenced business; (3) that no debt of the corporation remains unpaid; (4) that the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and (5) that a majority of the incorporators or initial directors authorize the dissolution.
(P.A. 94-186, S. 161, 215; P.A. 96-271, S. 112, 254.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced “articles” of dissolution with “certificate” of dissolution, effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-881. - Dissolution by board of directors and shareholders.

(a) A corporation's board of directors may propose dissolution for submission to the shareholders.
(b) For a proposal to dissolve to be adopted:
(1) The board of directors must recommend dissolution to the shareholders unless (A) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, or (B) section 33-754 applies. If subparagraph (A) or (B) of this subdivision applies, the board of directors must transmit to the shareholders the basis for so proceeding; and
(2) The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (e) of this section.
(c) The board of directors may condition its submission of the proposal for dissolution on any basis.
(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with section 33-699. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.
(e) Unless the certificate of incorporation or the board of directors acting pursuant to subsection (c) of this section requires a greater vote or a vote by voting groups, and except as provided in subsection (f) of this section, the proposal to dissolve to be adopted must be approved by a majority of all the votes entitled to be cast on that proposal.
(f) Notwithstanding any provision of subsection (e) of this section to the contrary, a proposal to dissolve a corporation which was incorporated under the laws of this state, whether under chapter 599 of the general statutes, revised to January 1, 1995, or any general law or special act, prior to January 1, 1997, shall, unless the certificate of incorporation expressly provides otherwise, be approved by the affirmative vote of at least two-thirds of the voting power of each voting group entitled to vote thereon.
(P.A. 94-186, S. 162, 215; P.A. 96-271, S. 113, 114, 254; P.A. 10-35, S. 9.)
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. (f) to replace “January 1, 1996” with “January 1, 1997”, effective January 1, 1997; P.A. 10-35 amended Subsec. (b)(1) to designate existing provisions re board determination that it should not make a recommendation due to conflicts of interest or other special circumstances as Subpara. (A), add Subpara. (B) re whether Sec. 33-754 applies, provide that if Subpara. (A) or (B) applies, board must transmit to shareholders basis for so proceeding, rather than basis for its determination, and make technical changes.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-882. - Certificate of dissolution.

(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of the State for filing a certificate of dissolution setting forth: (1) The name of the corporation; (2) the date dissolution was authorized; and (3) if dissolution was approved by the shareholders, a statement that the proposal to dissolve was duly approved by the shareholders in the manner required by sections 33-600 to 33-998, inclusive, and by the certificate of incorporation.
(b) A corporation is dissolved upon the effective date of its certificate of dissolution.
(c) For the purposes of sections 33-880 to 33-903, inclusive, “dissolved corporation” means a corporation whose certificate of dissolution has become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to the corporation's liabilities for purposes of liquidation.
(P.A. 94-186, S. 163, 215; P.A. 96-271, S. 115, 254; P.A. 97-246, S. 25, 99; P.A. 03-18, S. 27.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced “articles” of dissolution with “certificate” of dissolution where appearing, effective January 1, 1997; P.A. 97-246 amended Subsec. (b) to replace “plan to dissolve” with “proposal for dissolution”, effective June 27, 1997; P.A. 03-18 amended Subsec. (a) by making a technical change and, in Subdiv. (3), replacing former Subparas. (A) and (B) with provision re statement that proposal to dissolve was duly approved by the shareholders, deleted former Subsec. (b) re information provided to voting groups, redesignated existing Subsec. (c) as new Subsec. (b) and added new Subsec. (c) defining “dissolved corporation”, effective July 1, 2003.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-883. - Revocation of dissolution.

(a) A corporation may revoke its dissolution within one hundred twenty days of its effective date.
(b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.
(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of the State for filing a certificate of revocation of dissolution that (1) sets forth: (A) The name of the corporation; (B) the effective date of the dissolution that was revoked; (C) the date that the revocation of dissolution was authorized; (D) if the corporation's board of directors, or incorporators, revoked the dissolution, a statement to that effect; (E) if the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and (F) if shareholder action was required to revoke the dissolution, the information required by subdivision (3) of subsection (a) of section 33-882; and (2) if the name of the corporation whose dissolution is to be revoked is no longer available, is accompanied by an amendment of the certificate of incorporation which changes the name of the corporation to an available name.
(d) Revocation of dissolution is effective upon the effective date of the certificate of revocation of dissolution.
(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.
(P.A. 94-186, S. 164, 215; P.A. 96-271, S. 116, 254; P.A. 97-246, S. 26, 99; P.A. 03-18, S. 28; P.A. 04-257, S. 52.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced “articles” of revocation of dissolution with “certificate” of revocation of dissolution and “articles” of dissolution with “certificate” of dissolution where appearing, effective January 1, 1997; P.A. 97-246 amended Subsec. (c) to delete requirement that the corporation include “a copy of its certificate of dissolution” when it delivers a certificate of revocation of dissolution to the Secretary of the State for filing and add new Subdiv. (7) requiring delivery of an amendment of the certificate of incorporation changing the name of the corporation to an available name if the name of the corporation whose dissolution is to be revoked is no longer available, effective June 27, 1997; P.A. 03-18 amended Subsec. (c)(6) by deleting reference to Sec. 33-882(b), effective July 1, 2003; P.A. 04-257 made technical changes in Subsec. (c), effective June 14, 2004.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-884. - Effect of dissolution.

(a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (1) Collecting its assets; (2) disposing of its properties that will not be distributed in kind to its shareholders; (3) discharging or making provision for discharging its liabilities; (4) distributing its remaining property among its shareholders according to their interests; and (5) doing every other act necessary to wind up and liquidate its business and affairs.
(b) Dissolution of a corporation does not: (1) Transfer title to the corporation's property; (2) prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records; (3) subject its directors or officers to standards of conduct different from those prescribed in sections 33-735 to 33-784, inclusive; (4) change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation or removal of its directors or officers or both; or change provisions for amending its bylaws; (5) prevent commencement of a proceeding by or against the corporation in its corporate name; (6) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; (7) terminate the authority of the registered agent of the corporation; or (8) of itself render the shareholders liable for any liability or other obligations of the corporation nor vest title to the property of the corporation in the shareholders.
(P.A. 94-186, S. 165, 215; P.A. 96-271, S. 117, 254.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 added Subsec. (b)(8) providing dissolution does not of itself render the shareholders liable for corporate liabilities or obligations or vest title to corporate property in the shareholders, effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-885. - Requirements prior to final liquidating distribution of assets.

No final liquidating distribution of assets shall be made to shareholders by a dissolved corporation until the corporation has obtained a current statement or statements from the Commissioner of Revenue Services and the administrator of the unemployment compensation law, acting in their respective capacities, showing, to the best of their knowledge and belief, as of the date of such respective statements, either that such corporation has paid all its taxes and contributions or that it was not liable for any taxes or contributions, or that it has made adequate provisions, with such surety as shall be satisfactory to said commissioner and said administrator, for the future payment of any of its unpaid taxes and unpaid contributions as of the date of such respective statements. As used in this section, the word “tax” means the whole, or any installment or part, of any tax, excise, fee or license and any interest, penalty and other legal accumulation thereon, payable to the Commissioner of Revenue Services, for which the corporation is liable and the word “contribution” means any and all moneys payable under any provision of the unemployment compensation law, for which the particular corporation is liable.
(P.A. 94-186, S. 166, 215.)
History: P.A. 94-186 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-886. - Known claims against dissolved corporation.

(a) A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after the effective date of the dissolution.
(b) The written notice shall: (1) Describe information that must be included in a claim; (2) provide a mailing address where a claim may be sent; (3) state the deadline, which may not be fewer than one hundred twenty days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and (4) state that the claim will be barred if not received by the deadline.
(c) A claim against the dissolved corporation is barred: (1) If a claimant who was given written notice under subsection (b) of this section does not deliver the claim to the dissolved corporation by the deadline; or (2) if a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice.
(d) For purposes of this section, “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of the dissolution.
(P.A. 94-186, S. 167, 215; P.A. 96-271, S. 118, 254; P.A. 03-18, S. 29.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 added Subsec. (e) re extension of any applicable period of limitation, effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by replacing “following the procedure described in this section” with “notifying its known claimants in writing of the dissolution at any time after the effective date of the dissolution”, amended Subsec. (b) by deleting provision re notice to known claimants, made technical changes in Subsecs. (c) and (d) and deleted former Subsec. (e) re nothing in section to extend any applicable limitation period, effective July 1, 2003.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-887. - Unknown claims against dissolved corporation.

(a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice.
(b) The notice shall: (1) Be published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office or, if none in this state, its registered office, is or was last located; (2) describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and (3) state that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within three years after the publication of the notice.
(c) If the dissolved corporation publishes a newspaper notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within three years after the publication date of the newspaper notice: (1) A claimant who was not given written notice under section 33-886; (2) a claimant whose claim was timely sent to the dissolved corporation but not acted on; and (3) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d) A claim that is not barred by subsection (c) of section 33-886 or subsection (c) of this section may be enforced under this section: (1) Against the dissolved corporation, to the extent of its undistributed assets; or (2) except as provided in subsection (d) of section 33-887a, if the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder's pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, but a shareholder's total liability for all claims under this section may not exceed the total amount of assets distributed to the shareholder.
(e) Nothing in this section shall extend any applicable period of limitation.
(P.A. 94-186, S. 168, 215; P.A. 96-271, S. 119, 254; P.A. 03-18, S. 30.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 added Subsec. (e) re extension of any applicable period of limitation, effective January 1, 1997; P.A. 03-18 made technical changes in Subsecs. (a) and (b), amended Subsec. (c) by replacing “did not receive written notice” with “was not given written notice” in Subdiv. (1) and making a technical change, and amended Subsec. (d) by adding provision re claim that is not barred by Sec. 33-886(c) or Subsec. (c) and, in Subdiv. (2), adding exception to provisions of Sec. 33-887a(d) and making technical changes, effective July 1, 2003.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-887a. - Proceeding for determination of security for payment of contingent or unknown claims or claims arising after dissolution.

(a) A dissolved corporation that has published a notice under section 33-887 may file an application with the superior court for the judicial district where the dissolved corporation's principal office or, if none in this state, its registered office, is located for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under subsection (c) of section 33-887.
(b) Within ten days after the filing of an application under subsection (a) of this section, notice of the proceeding shall be given by the dissolved corporation to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved corporation.
(c) The court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the dissolved corporation.
(d) Provision by the dissolved corporation for security in the amount and the form ordered by the court under subsection (a) of this section shall satisfy the dissolved corporation's obligations with respect to claims that are contingent, have not been made known to the dissolved corporation or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a shareholder who received assets in liquidation.
(P.A. 03-18, S. 31.)
History: P.A. 03-18 effective July 1, 2003.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-887b. - Duties of directors of dissolved corporation.

(a) Directors of a dissolved corporation shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets to shareholders after payment of or provision for claims.
(b) Directors of a dissolved corporation which has disposed of claims under section 33-886, 33-887 or 33-887a shall not be liable for breach of subsection (a) of this section with respect to claims against the dissolved corporation that are barred or satisfied under section 33-886, 33-887 or 33-887a.
(P.A. 03-18, S. 32.)
History: P.A. 03-18 effective July 1, 2003.
The obligations of a director of a dissolved corporation under section apply when, at the time of dissolution, plaintiff's claim had not been disposed of, but rather had been filed in small claims court and was disputed by defendant. 157 CA 297.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-891. - Effect of administrative dissolution.

(a) A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under section 33-884 and notify claimants under sections 33-886 and 33-887.
(b) The administrative dissolution of a corporation does not terminate the authority of its registered agent.
(P.A. 94-186, S. 170, 215.)
History: P.A. 94-186 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-892. - Reinstatement following administrative dissolution.

(a) A corporation administratively dissolved may apply to the Secretary of the State for reinstatement after the effective date of dissolution. The application must: (1) Recite the name of the corporation; (2) if the name of the corporation to be reinstated is no longer available, be accompanied simultaneously by an amendment of the certificate of incorporation which identifies an available name; and (3) be accompanied by: (A) Payment of all penalties and forfeitures incurred by the corporation and a reinstatement fee; (B) an annual report for the current year; (C) an up-to-date statement or statements from the Commissioner of Revenue Services and the administrator of the unemployment compensation law acting in their respective capacities, showing, to the best of their knowledge and belief, as of the date of such respective statements, either that such corporation has paid all its taxes and contributions or that it was not liable for any taxes or contributions, or that it has made adequate provisions, with such surety as shall be satisfactory to said commissioner and said administrator, for the future payment of any of its unpaid taxes and unpaid contributions as of the date of such respective statements provided, if said commissioner or administrator, as the case may be, does not issue such statement within five weeks of the request therefor, the filing of such statement shall not be required under this subparagraph; and (D) an appointment of a registered agent.
(b) If the Secretary of the State determines that the application contains the information required by subsection (a) of this section and that the information is correct, he shall prepare a certificate of reinstatement that recites his determination and the effective date of reinstatement and file the original of the certificate.
(c) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred.
(P.A. 94-186, S. 171, 215; P.A. 96-271, S. 121, 254; P.A. 97-246, S. 27, 99.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to correct a statutory reference, delete the three-year time limitation on reinstatement after dissolution and replace “articles” of incorporation with “certificate” of incorporation, effective January 1, 1997; P.A. 97-246 amended Subsec. (a) to delete reference to administrative dissolution “under section 33-890” and delete former Subdiv. (2) that had required the application to “state that the ground or grounds for dissolution either did not exist or have been eliminated”, renumbering the remaining Subdivs. accordingly, effective June 27, 1997.
Participation in unrelated lawsuit does not establish classical aggrievement and section does not extend statutory standing to third parties to challenge the general fitness of an applicant for reinstatement. 119 CA 771.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-893. - Appeal from refusal of reinstatement.

(a) If the Secretary of the State refuses to file the application for reinstatement, he shall return it to the corporation or its representative within five days after the application was delivered, together with a brief written explanation of the reason for his refusal.
(b) The corporation may appeal the refusal of the Secretary of the State to file the application for reinstatement to the superior court for the judicial district where the corporation's principal office or, if none in this state, its registered office, is located within thirty days after return of the application. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Secretary of the State's certificate of administrative dissolution, the corporation's application for reinstatement and the Secretary of the State's explanation of the reason for his refusal to file the application for reinstatement.
(c) The court may summarily order the Secretary of the State to reinstate the dissolved corporation or may take other action the court considers appropriate.
(d) The court's final decision may be appealed as in other civil proceedings.
(P.A. 94-186, S. 172, 215; P.A. 96-271, S. 122, 123, 254.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to delete “domestic or foreign” before “corporation” and amended Subsec. (b) to authorize the corporation to appeal “the refusal of the Secretary of the State to file the application for reinstatement” rather than appeal “the denial of reinstatement”, provide that the appeal must be filed 30 days after “return of the application” rather than after “service of the notice of denial is perfected”, require the corporation to attach to the petition a copy of the Secretary of the State's “explanation of the reason for his refusal to file the application for reinstatement” rather than a copy of said Secretary's “notice of denial” and make a technical change, effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-897. - Procedure for judicial dissolution.

(a) Venue for a proceeding brought by any party named in section 33-896 lies in the judicial district where a corporation's principal office or, if none in this state, its registered office is or was last located.
(b) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located and carry on the business of the corporation until a full hearing can be held.
(d) Within ten days of the commencement of a proceeding under subdivision (1) of subsection (a) of section 33-896 to dissolve a corporation, the corporation must send to all shareholders, other than the petitioner, a notice stating that the shareholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner's shares under section 33-900 and accompanied by a copy of said section.
(P.A. 88-230, S. 1, 12; P.A. 90-98, S. 1, 2; P.A. 93-142, S. 4, 7, 8; P.A. 94-186, S. 174, 215; P.A. 95-220, S. 4
–
6; P.A. 96-271, S. 125, 126, 254; June Sp. Sess. P.A. 98-1, S. 119, 121; P.A. 06-68, S. 13; P.A. 09-55, S. 24.)
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; P.A. 96-271 amended Subsec. (a) to delete provision establishing venue for a dissolution proceeding by the Attorney General in the Hartford-New Britain judicial district and amended Subsec. (d) to correct statutory reference, effective January 1, 1997; June Sp. Sess. P.A. 98-1 added phrase “or subdivision (2) of subsection (b)” in Subsec. (d), effective June 24, 1998; P.A. 06-68 amended Subsec. (d) by deleting reference to Sec. 33-896(b)(2) and replacing “has no shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national securities exchange” with “is not a public corporation”; P.A. 09-55 amended Subsec. (d) to delete provision making requirement applicable only to corporation “that is not a public corporation”.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-898. - Receivership or custodianship.

(a) Unless an election to purchase has been filed under section 33-900, a court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has jurisdiction over the corporation and all of its property wherever located.
(b) The court may appoint an individual or a domestic or foreign corporation authorized to transact business in this state as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
(c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers: (1) The receiver (A) may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court, and (B) may sue and defend in his own name as receiver of the corporation in all courts of this state; (2) the custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.
(d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its shareholders and creditors.
(e) The court from time to time during the receivership or custodianship may order compensation paid and expenses paid or reimbursed to the receiver or custodian from the assets of the corporation or proceeds from the sale of the assets.
(P.A. 94-186, S. 175, 215; P.A. 09-55, S. 25.)
History: P.A. 94-186 effective January 1, 1997; P.A. 09-55 amended Subsec. (a) to add “Unless an election to purchase has been filed under section 33-900” and provide that court has “jurisdiction” over the corporation and its property, rather than “exclusive jurisdiction”, and amended Subsec. (e) to authorize court to order “expenses paid or reimbursed to the receiver or custodian” rather than “expense disbursements or reimbursements made to the receiver or custodian and his counsel”.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-899. - Decree of dissolution.

(a) If after a hearing the court determines that one or more grounds for judicial dissolution described in section 33-896 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the Secretary of the State, who shall file it.
(b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with section 33-884 and the notification of claimants in accordance with sections 33-886 and 33-887.
(P.A. 94-186, S. 176, 215; P.A. 96-271, S. 127, 254; P.A. 09-55, S. 26.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to provide that the entry of a decree dissolving the corporation is discretionary in the case of the grounds specified in Subsec. (a) of Sec. 33-896 and mandatory in the case of the grounds specified in Subsec. (b) of Sec. 33-896, effective January 1, 1997; P.A. 09-55 amended Subsec. (a) to delete provision re grounds specified in Sec. 33-896(a) and (b) dissolution.
Where there is a continuing failure to hold annual meetings, and there appears to be no chance of breaking the deadlock between the parties, it is proper to dissolve the corporation. 55 CA 272.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-903. - Deposit of assets with State Treasurer or other state official.

Assets of a dissolved corporation that should be transferred to a creditor, claimant or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited for safekeeping with the State Treasurer or other state official authorized to hold such assets. When the creditor, claimant or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the State Treasurer or such other state official shall pay him or his representative that amount.
(P.A. 94-186, S. 178, 215; P.A. 96-271, S. 129, 254.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced “other appropriate state official” with “other state official authorized to hold such assets” and made corresponding technical changes, effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-910. - Provisions applicable to specially chartered corporations.

(a) Except as otherwise provided in sections 33-910 to 33-914, inclusive, all provisions of sections 33-600 to 33-998, inclusive, shall govern and apply to specially chartered corporations formed before or after January 1, 1997, without need for acceptance thereby.
(b) If the certificate of incorporation as in effect on January 1, 1997, of a specially chartered corporation contains any provision contrary to or inconsistent with or in addition to any provision of sections 33-600 to 33-998, inclusive, including this section, the provision contained in such certificate of incorporation shall govern such corporation, and the provisions of said sections shall not be held or construed to alter or affect any provision of the certificate of incorporation of a specially chartered corporation inconsistent herewith except as provided in sections 33-890, 33-912, 33-953 and 33-954.
(P.A. 94-186, S. 179, 215; P.A. 96-271, S. 130, 254.)
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.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-911. - Formation of specially chartered corporation.

Formation of a specially chartered corporation shall, following enactment of its special charter act, be completed in all respects in the same manner as formation of a corporation organized under sections 33-600 to 33-998, inclusive, except that: (1) The incorporators shall be such as are named in such act, if any; (2) no certificate of incorporation shall be filed but in lieu thereof a copy of the special act shall be filed as provided in the case of a certificate of incorporation; and (3) the ninety-day period referred to in subsection (b) of section 33-953 as dating from the filing of the certificate of incorporation shall commence with the date of enactment of the special act.
(P.A. 94-186, S. 180, 215; P.A. 96-271, S. 131, 254; P.A. 19-40, S. 16.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced “articles” of incorporation with “certificate” of incorporation where appearing and replaced “one-year” with “thirty-day” in Subdiv. (3), effective January 1, 1997; P.A. 19-40 amended Subdiv. (3) by replacing reference to 30-day period with reference to 90-day period, effective January 1, 2020.