reglab/statecodes huggingface dataset:
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1225. - Grounds for revocation.

The Secretary of the State may commence a proceeding under section 33-1226 to revoke the certificate of authority of a foreign corporation authorized to conduct affairs 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 33-1000 to 33-1290, 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 33-1217 or 33-1218 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. 96-256, S. 150, 209; P.A. 14-154, S. 9.)
History: P.A. 96-256 effective January 1, 1997; P.A. 14-154 amended Subdiv. (1) re submission of annual reports by substituting “has failed to file” for “does not deliver” and deleting “within sixty days after it is due”, and make technical changes, effective January 1, 2015.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1227. - 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 33-1219. 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. 96-256, S. 152, 209; P.A. 97-246, S. 95, 99.)
History: P.A. 96-256 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 602 - Nonstock Corporations › Section 33-1235. - Corporate records.

(a) A corporation shall keep as permanent records minutes of all meetings of its members, if any, and board of directors, a record of all actions taken by the members, if any, 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 or 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 members, if any, in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast and the members' class of membership, if any.
(d) A corporation shall maintain its records in written form or in another form capable of conversion into written 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 and all amendments to it currently in effect; (2) its bylaws or restated bylaws and all amendments to them currently in effect; (3) the minutes of all members' meetings, if any, and records of all action taken by members, if any, without a meeting for the past three years; (4) the financial statements prepared for the past three years under section 33-1241; (5) a list of the names and business addresses of its current directors and officers; and (6) its most recent annual report delivered to the Secretary of the State under section 33-1243.
(P.A. 96-256, S. 153, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1236. - Inspection of records by members.

(a) A member is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in subsection (e) of section 33-1235 if he gives the corporation written notice of his demand at least five business days before the date on which he wishes to inspect and copy.
(b) A member is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if he meets the requirements of subsection (c) of this section and gives the corporation written notice of his demand at least five business days before the date on which he wishes to inspect and copy: (1) Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the members, if any, and records of action taken by the members, if any, or board of directors without a meeting, to the extent not subject to inspection under subsection (a) of this section; (2) accounting records of the corporation; and (3) the membership list.
(c) A member may inspect and copy the records described in subsection (b) of this section only if: (1) His demand is made in good faith and for a proper purpose; (2) he describes with reasonable particularity the purpose and the records he desires to inspect; and (3) the records are directly connected with this purpose.
(d) The right of inspection granted by this section may not be abolished or limited by a corporation's certificate of incorporation or bylaws.
(e) This section does not affect: (1) The right of a member to inspect records under section 33-1070 or, if the member is in litigation with the corporation, to the same extent as any other litigant; or (2) the power of a court, independently of sections 33-1000 to 33-1290, inclusive, to compel the production of corporate records for examination.
(P.A. 96-256, S. 154, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1237. - Scope of inspection right.

(a) A member's agent or attorney has the same inspection and copying rights as the member represented.
(b) The right to copy records under section 33-1236 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 member.
(c) The corporation may comply at its expense with a member's demand to inspect the membership list under subdivision (3) of subsection (b) of section 33-1236 by providing the member with a membership list that was compiled no earlier than the date of the member'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 member. The charge may not exceed the estimated cost of production, reproduction or transmission of the records.
(P.A. 96-256, S. 155, 209; P.A. 01-199, S. 44.)
History: P.A. 96-256 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 member”, 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.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1238. - Court-ordered inspection.

(a) If a corporation does not allow a member who complies with subsection (a) of section 33-1236 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 member.
(b) If a corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with subsections (b) and (c) of section 33-1236 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 member's costs, including reasonable attorney's fees, 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 member 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 member.
(P.A. 96-256, S. 156, 209; P.A. 97-246, S. 83, 99.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (c) to replace “counsel fees” with “attorney's fees”, effective June 27, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1239. - 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 costs, including reasonable counsel fees, incurred in connection with the application.
(P.A. 01-199, S. 45.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1240. - Exception to notice requirement.

(a) Whenever notice is required to be given under any provision of sections 33-1000 to 33-1290, inclusive, to any member, such notice shall not be required to be given if notice of two consecutive annual meetings, and all notices of meetings during the period between such two consecutive annual meetings, have been sent to such member at such member's address as shown on the records of the corporation and have been returned undeliverable.
(b) If any such member delivers to the corporation written notice setting forth such member's current address, the requirement that notice be given to such member shall be reinstated.
(P.A. 01-199, S. 46.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1241. - Financial statements.

(a) A corporation shall prepare annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates, as appropriate, that include a balance sheet as of the end of the fiscal year and statement of disbursements and receipts for that year.
(b) If annual financial statements are reported upon by a public accountant, his report must accompany them.
(P.A. 96-256, S. 157, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1244. - Failure to file report. Incorrect report.

(a) Any corporation required to file annual reports as provided in section 33-1243, 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. 96-256, S. 160, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1245. - 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 33-1243 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 33-1243.
(P.A. 98-137, S. 11, 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 602 - Nonstock Corporations › Section 33-1285. - Judicial relief.

(a) If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members or its directors, or otherwise obtain their consent, in the manner prescribed by its certificate of incorporation, bylaws or sections 33-1000 to 33-1290, inclusive, then upon petition of a director, officer or member, the superior court for the judicial district where a corporation's principal office or, if none in this state, its registered office, is located may order that such a meeting be called or that a written consent or ballot or other form of obtaining the vote of members or directors be authorized, in such a manner as the court finds fair and equitable under the circumstances.
(b) The court shall, in an order issued pursuant to this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to the certificate of incorporation, bylaws and sections 33-1000 to 33-1290, inclusive, whether or not the method results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this section, the court may determine who the members or directors are.
(c) The order issued pursuant to this section may, upon a finding that it is fair and equitable under the circumstances, dispense with any requirement relating to the holding of or voting at meetings or obtaining of votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the certificate of incorporation, bylaws or sections 33-1000 to 33-1290, inclusive.
(d) Whenever practical any order issued pursuant to this section shall limit the subject matter of meetings or other forms of consent authorized to items, including amendments to the certificate of incorporation or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section; provided, an order under this section may also authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger or sale of assets.
(e) Any meeting or other method of obtaining the vote of members or directors conducted pursuant to an order issued under this section, and that complies with all the provisions of such order, is for all purposes a valid meeting or vote, as the case may be, and shall have the same force and effect as if it complied with every requirement imposed by the certificate of incorporation, bylaws and sections 33-1000 to 33-1290, inclusive.
(P.A. 96-256, S. 161, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1286. - Applicability to domestic corporations in existence on January 1, 1997.

Sections 33-1000 to 33-1290, 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 without capital stock or shares if power to amend or repeal the statute under which the corporation was incorporated was reserved.
(P.A. 96-256, S. 162, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1287. - Applicability to qualified foreign corporations.

A foreign corporation authorized to conduct affairs in this state on January 1, 1997, is subject to sections 33-1000 to 33-1290, inclusive, but is not required to obtain a new certificate of authority to conduct affairs under said sections.
(P.A. 96-256, S. 163, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1288. - Savings provisions.

(a) Except as provided in subsection (b) of this section, the repeal of a statute by public act 96-256* 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 96-256* is reduced by sections 33-1000 to 33-1290, inclusive, the penalty or punishment if not already imposed shall be imposed in accordance with said sections.
(P.A. 96-256, S. 164, 209.)
*Note: Public act 96-256 is entitled “An Act Adopting the Connecticut Revised Nonstock Corporation Act”. (See Reference Table captioned “Public Acts of 1996” in Volume 16 which lists the sections amended, created or repealed by the act.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1289. - Reservation of power to amend or repeal.

The General Assembly has the power to amend or repeal all or part of sections 33-1000 to 33-1290, inclusive, at any time and all domestic and foreign corporations subject to said sections are governed by the amendment or repeal.
(P.A. 96-256, S. 166, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 602 - Nonstock Corporations › Section 33-1290. - Severability.

If any provision of sections 33-1000 to 33-1290, 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. 96-256, S. 165, 209.)
History: P.A. 96-256 effective January 1, 1997.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 603 - Corporate Accountability › Section 33-1331. - Prohibited actions re investigations.

After the inception of an investigation by the state, or after reasonable knowledge by a person of the fact that a state investigation is likely to begin, no individual, and no corporation the securities of which are registered under Section 12 of the Securities Exchange Act of 1934, as from time to time amended, or that is required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as from time to time amended, shall alter, falsify, destroy or conceal any record, document or tangible object for the purposes of impeding, obstructing or influencing an investigation by the state pertaining to securities issued by any such corporation.
(P.A. 03-259, S. 33; P.A. 04-56, S. 1.)
History: P.A. 04-56 replaced reference to “publicly held corporation” with provision re corporation subject to securities registration or reporting requirements under the Securities Exchange Act of 1934 and replaced reference to “publicly held securities” with reference to “securities issued by any such corporation”, effective May 10, 2004.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 603 - Corporate Accountability › Section 33-1332. - Prohibited actions by accountants auditing certain corporations.

No accountant who conducts an audit of a corporation the securities of which are registered under Section 12 of the Securities Exchange Act of 1934, as from time to time amended, or that is required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as from time to time amended, shall alter, destroy or conceal any documents sent, received or created in connection with such audit and containing conclusions, opinions, analyses or financial data related to such audit for a period extending from the end of the fiscal period in which the audit was concluded until seven years after the conclusion of the audit.
(P.A. 03-259, S. 35; P.A. 04-56, S. 3.)
History: P.A. 04-56 replaced reference to “publicly held corporation” with provision re corporation subject to securities registration or reporting requirements under the Securities Exchange Act of 1934 and made a technical change, effective May 10, 2004.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 603 - Corporate Accountability › Section 33-1333. - Corporate officers required to certify financial statements. Penalties.

(a) Each officer of a corporation organized under the laws of this state or authorized to transact business in this state who is subject to the requirements of 18 USC 1350 shall certify, in the manner set forth in said section and the rules and regulations adopted under said section by the United States Securities and Exchange Commission, and as from time to time amended, that the financial statements of the corporation fairly present, in all material respects, the financial condition and results of operations of the corporation.
(b) (1) Any chief executive officer or chief financial officer under subsection (a) of this section who certifies a financial statement of the corporation knowing that the statement does not fairly represent, in all material respects, the financial condition and results of operations of the corporation shall be fined not more than one million dollars or imprisoned not more than ten years, or both.
(2) Any chief executive officer or chief financial officer under subsection (a) of this section who wilfully certifies a financial statement of the corporation knowing that the statement does not fairly represent, in all material respects, the financial condition and results of operations of the corporation shall be fined not more than five million dollars or imprisoned not more than twenty years, or both.
(P.A. 03-259, S. 36.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 603 - Corporate Accountability › Section 33-1334. - Registered public accounting firm prohibited from violating Section 10a(g) of Securities Exchange Act of 1934. Penalties.

(a) It shall be unlawful for a registered public accounting firm to violate the provisions of Section 10a(g) of the Securities Exchange Act of 1934.
(b) Any registered public accounting firm that violates subsection (a) of this section shall be subject to the penalties that the State Board of Accountancy may impose under subsection (a) of section 20-281a for conduct described in subdivision (10) of subsection (a) of section 20-281a.
(P.A. 03-259, S. 37.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 603 - Corporate Accountability › Section 33-1335. - Violations deemed unfair or deceptive trade practices.

A violation of sections 33-1331 to 33-1334, inclusive, shall be deemed an unfair or deceptive trade practice under subsection (a) of section 42-110b, provided the provisions of section 42-110g shall not apply to such violation.
(P.A. 03-259, S. 38; P.A. 04-257, S. 87.)
History: P.A. 04-257 made a technical change, effective June 14, 2004.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 603 - Corporate Accountability › Section 33-1336. - Whistle-blowing protections for employees of certain corporations.

(a) No corporation organized under the laws of this state or authorized to transact business in this state, the securities of which are registered under Section 12 of the Securities Exchange Act of 1934, as from time to time amended, or that is required to file reports under Section 15(d) of the Securities Exchange Act of 1934, as from time to time amended, and no officer, employee, contractor, subcontractor or agent of any such corporation, may discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee who performs any portion of such employee's employment duties within this state in the terms and conditions of employment because of any lawful act done by the employee (1) to provide information, cause information to be provided, or otherwise assist in an investigation regarding any conduct that the employee reasonably believes constitutes a violation of 18 USC Section 1341, 1343, 1344 or 1348, any rule or regulation of the Securities and Exchange Commission, or any provision of federal or state law relating to fraud against shareholders, when the information or assistance is provided to or the investigation is conducted by (A) a federal or state regulatory or law enforcement agency, (B) a member or committee of Congress or the General Assembly, or (C) a person with supervisory authority over the employee, or such other person working for the employer who has the authority to investigate, discover or terminate misconduct, or (2) to file or cause to be filed a proceeding, or to testify, participate or otherwise assist in a proceeding filed or about to be filed, with any knowledge of the employer, relating to an alleged violation of 18 USC Section 1341, 1343, 1344 or 1348, any rule or regulation of the Securities and Exchange Commission, or any provision of federal or state law relating to fraud against shareholders.
(b) An employee who alleges discharge or other discrimination by any person in violation of subsection (a) of this section may bring an action in the Superior Court for damages and injunctive relief against such person, not later than one year after knowledge of the specific incident giving rise to such claim.
(P.A. 03-259, S. 34; P.A. 04-56, S. 2.)
History: P.A. 04-56 amended Subsec. (a) by replacing references to “publicly held corporation” with provision re corporation organized under the laws of this state or authorized to transact business in this state and subject to securities registration or reporting requirements under the Securities Exchange Act of 1934, adding provision re employee “who performs any portion of such employee's employment duties within this state” and making conforming and technical changes, effective May 10, 2004.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 603 - Corporate Accountability › Section 33-1337. - Filing fraudulent report.

A person is guilty of filing a fraudulent report if the person (1) knowingly or recklessly files a report, as defined in section 20-279b, which the person knows contains an untrue statement of a material fact, or (2) knowingly or recklessly omits a material fact in a report, as defined in section 20-279b.
(P.A. 03-259, S. 39.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 604 - Benefit Corporations › Section 33-1352. - Construction of statutes.

(a) The provisions of this section and sections 33-1353 to 33-1364, inclusive, shall be applicable to all benefit corporations.
(b) The provisions of this section and sections 33-1353 to 33-1364, inclusive, shall not create an implication that a contrary or different rule of law is applicable to a business corporation that is not a benefit corporation. The provisions of this section and sections 33-1353 to 33-1364, inclusive, shall not affect a statute or rule of law that is applicable to a business corporation that is not a benefit corporation.
(c) Except as otherwise provided in this section and sections 33-1353 to 33-1364, inclusive, the provisions of chapter 601 shall be generally applicable to all benefit corporations. The specific provisions of this section and sections 33-1353 to 33-1364, inclusive, shall control over the general provisions of chapter 601.
(d) A provision of the certificate of incorporation or bylaws of a benefit corporation may not limit, be inconsistent with, or supersede a provision of this section or sections 33-1353 to 33-1364, inclusive.
(e) Nothing in this section or sections 33-1353 to 33-1364, inclusive, shall (1) be construed as creating or granting to any person any contractual right to, or proprietary interest in, the income or assets of a benefit corporation by virtue of the fact that he or she may directly or indirectly benefit from the general public benefit or any specific public benefit of a benefit corporation, (2) be construed as imposing or creating a charitable use, interest or restriction on any property or assets of a benefit corporation, or (3) deprive the Attorney General of jurisdiction over a benefit corporation under any other applicable law.
(P.A. 14-217, S. 142.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 604 - Benefit Corporations › Section 33-1354. - Election of benefit corporation status.

(a) A business corporation that is not a benefit corporation may elect to become a benefit corporation by amending its certificate of incorporation to contain, in addition to matters required by section 33-636, a statement that the corporation is a benefit corporation. Any such amendment to the certificate of incorporation shall be approved by a minimum status vote.
(b) If an entity that is not a benefit corporation is a party to (1) a merger in which (A) the surviving entity will be a benefit corporation, or (B) shares or other equity interests in such entity will be converted into a right to receive shares of a benefit corporation, or (2) a share exchange with a benefit corporation in which the shares or other equity interests of the entity will be exchanged for shares of a benefit corporation, the plan of merger or share exchange shall be approved by a minimum status vote. If an entity other than a business corporation is a party to any such transaction and a minimum status vote by the equity owners of such entity is required for approval of the transaction, the equity owners of such entity shall be entitled to appraisal rights under the procedures set forth in chapter 601 as if the entity were a business corporation.
(P.A. 14-217, S. 144.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 604 - Benefit Corporations › Section 33-1355. - Legacy preservation provision.

(a) A benefit corporation may, not earlier than twenty-four months after the date that it became a benefit corporation, adopt a legacy preservation provision by amending its certificate of incorporation to contain a statement that the corporation is subject to a legacy preservation provision. Any such amendment shall be adopted in accordance with the procedures set forth in chapter 601 and shall be approved by the unanimous vote or written consent of the shareholders of every class or series, regardless of any limitation stated in the certificate of incorporation or bylaws on the voting rights of any such class or series.
(b) A dissolved benefit corporation that has adopted a legacy preservation provision shall distribute its remaining property only to one or more (1) charitable organizations, or (2) other benefit corporations that have adopted a legacy preservation provision.
(P.A. 14-217, S. 145.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 604 - Benefit Corporations › Section 33-1356. - Termination of benefit corporation status.

(a) Except for a benefit corporation that adopts a legacy preservation provision, a benefit corporation may terminate its status as such and cease to be subject to the provisions of sections 33-1352 to 33-1364, inclusive, by amending its certificate of incorporation to delete any provision stating that such corporation is a benefit corporation. Any such amendment shall be approved by a minimum status vote.
(b) Except for a benefit corporation that adopts a legacy preservation provision, if a benefit corporation is a party to (1) a merger in which (A) the surviving entity will not be a benefit corporation, or (B) shares of such benefit corporation will be converted into a right to receive shares or other equity interests of an entity that is not a benefit corporation, or (2) a share exchange in which the shares of the benefit corporation will be exchanged for shares or other equity interests of an entity that is not a benefit corporation, the plan of merger or share exchange shall be approved by a minimum status vote.
(c) A benefit corporation that adopts a legacy preservation provision may only be a party to (1) a merger in which (A) the surviving entity will be a benefit corporation that has adopted a legacy preservation provision, or (B) shares of such benefit corporation will be converted into a right to receive shares of a benefit corporation that has adopted a legacy preservation provision, or (2) a share exchange in which the shares of the benefit corporation will be exchanged for shares of a benefit corporation that has adopted a legacy preservation provision, and such merger or share exchange is approved by a minimum status vote.
(d) Except for a benefit corporation that adopts a legacy preservation provision, any sale, lease, exchange or other disposition of assets of a benefit corporation, other than a disposition described in section 33-830, that would leave the benefit corporation without a significant continuing business activity shall be approved by a minimum status vote. A benefit corporation that adopts a legacy preservation provision shall not enter into a sale, lease, exchange or other disposition of its assets, other than a disposition described in section 33-830, unless the disposition is to one or more (1) charitable organizations, or (2) other benefit corporations that have adopted legacy preservation provisions, and such disposition is approved by a minimum status vote.
(P.A. 14-217, S. 146.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 604 - Benefit Corporations › Section 33-1357. - Purposes.

(a) A benefit corporation shall have a purpose of creating a general public benefit. Such purpose shall be in addition to any purpose under chapter 601.
(b) The certificate of incorporation of a benefit corporation may identify one or more specific public benefits as a purpose for such benefit corporation to create in addition to any purpose under chapter 601 and subsection (a) of this section. The identification of a specific public benefit under this subsection shall not limit the obligation of a benefit corporation under subsection (a) of this section.
(c) The creation of a general public benefit and any specific public benefit under subsections (a) and (b) of this section is in the best interests of the benefit corporation.
(d) A benefit corporation may amend its certificate of incorporation to add, amend or delete the identification of a specific public benefit that it is the purpose of the benefit corporation to create. Any such amendment shall be adopted by a minimum status vote.
(P.A. 14-217, S. 147.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 604 - Benefit Corporations › Section 33-1359. - Benefit director.

(a) The board of directors of a benefit corporation that is a publicly traded corporation shall, and the board of any other benefit corporation may, include a director who shall (1) be designated the benefit director, and (2) have, in addition to the powers, duties, rights and immunities of the other directors of the benefit corporation, the powers, duties, rights and immunities provided in sections 33-1352 to 33-1364, inclusive.
(b) The benefit director shall be elected, and may be removed, in the manner provided under chapter 601. The benefit director shall be an individual who is independent. The benefit director may serve as the benefit officer at the same time as serving as the benefit director. The certificate of incorporation or bylaws or a shareholder agreement of a benefit corporation may prescribe additional qualifications of the benefit director that are consistent with this subsection.
(c) The benefit director shall prepare, and the benefit corporation shall include in the annual benefit report to its shareholders required by section 33-1363, the opinion of the benefit director on each of the following: (1) Whether the benefit corporation acted in accordance with its general public benefit purpose and any specific public benefit purpose in all material respects during the period covered by the report, (2) whether the directors and officers complied with subsection (a) of section 33-1358 and subsection (a) of section 33-1360, respectively, and (3) if, in the opinion of the benefit director, the benefit corporation or its directors or officers failed to comply with subsection (a) of section 33-1358 or subsection (a) of section 33-1360, a description of the ways in which the benefit corporation or the corporation's directors or officers failed to comply.
(d) The act or omission of an individual in the capacity of a benefit director shall constitute for all purposes an act or omission of that individual in the capacity of a director of the benefit corporation.
(e) Regardless of whether the certificate of incorporation of a benefit corporation includes a provision limiting the personal liability of directors, as authorized by chapter 601, a benefit director shall not be personally liable for any act or omission in the capacity of a benefit director unless the act or omission constitutes self-dealing, wilful misconduct or a knowing violation of law.
(P.A. 14-217, S. 149.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 604 - Benefit Corporations › Section 33-1360. - Standards of conduct for officers.

(a) Each officer of a benefit corporation shall consider the interests and factors described in subsection (a) of section 33-1358 in the manner provided in that subsection if (1) the officer has discretion to act with respect to a matter, and (2) it reasonably appears to the officer that the matter may have a material effect on the creation by the benefit corporation of a general public benefit or any specific public benefit identified in the certificate of incorporation of the benefit corporation.
(b) The consideration of interests and factors in the manner described in subsection (a) of this section shall not constitute a violation of section 33-765.
(c) An officer shall not be personally liable for (1) an act or omission as an officer in the course of performing the duties of an officer under subsection (a) of this section if the officer performed the duties of the position in compliance with section 33-765 and this section, or (2) the failure of the benefit corporation to pursue or create a general public benefit or any specific public benefit.
(d) An officer shall not have a duty to a person that is a beneficiary of the general public benefit purpose or any specific public benefit purpose of a benefit corporation based on the status of such person as a beneficiary.
(P.A. 14-217, S. 150.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 604 - Benefit Corporations › Section 33-1361. - Benefit officer.

A benefit corporation may designate a benefit officer. A benefit officer shall have (1) the powers and duties relating to the purpose of the corporation to create a general public benefit or any specific public benefit provided (A) by the bylaws, or (B) absent controlling provisions in the bylaws, by resolutions or orders of the board of directors, and (2) the duty to prepare the benefit report required by section 33-1363.
(P.A. 14-217, S. 151.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 604 - Benefit Corporations › Section 33-1362. - Right of action. Benefit enforcement proceeding.

(a) Except in a benefit enforcement proceeding, no person may bring an action or assert a claim against a benefit corporation or its directors or officers with respect to (1) the failure to pursue or create a general public benefit or any specific public benefit identified in its certificate of incorporation, or (2) the violation of an obligation, duty or standard of conduct under sections 33-1352 to 33-1364, inclusive.
(b) A benefit corporation shall not be liable for monetary damages under sections 33-1352 to 33-1364, inclusive, for any failure of the benefit corporation to pursue or create a general public benefit or any specific public benefit.
(c) A benefit enforcement proceeding may be commenced or maintained only (1) directly by the benefit corporation, or (2) derivatively in accordance with the provisions of chapter 601 by (A) a person or group of persons that owns beneficially or of record not less than five per cent of the total number of shares of a class or series outstanding at the time of the act or omission complained of, (B) a person or group of persons that owns beneficially or of record ten per cent or more of the outstanding equity interests in an entity of which the benefit corporation is a majority-owned subsidiary at the time of the act or omission complained of, or (C) other persons as specified in the certificate of incorporation or bylaws of the benefit corporation.
(d) For purposes of this section, a person is the beneficial owner of shares or equity interests if the shares or equity interests are held in a voting trust or by a nominee on behalf of the beneficial owner.
(P.A. 14-217, S. 152.)
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 604 - Benefit Corporations › Section 33-1364. - Availability of annual benefit report.

(a) A benefit corporation shall send its annual benefit report to each shareholder (1) not later than one hundred twenty days following the end of the fiscal year of the benefit corporation, or (2) at the same time that the benefit corporation delivers any other annual report to its shareholders, whichever is earlier.
(b) A benefit corporation shall post and maintain each annual benefit report on the public portion of its Internet web site, if any, except that the compensation paid to directors and any financial, confidential or proprietary information included in any benefit report may be omitted from the benefit report as posted.
(c) If a benefit corporation does not have an Internet web site, the benefit corporation shall provide a copy of such corporation's most recent benefit report, without charge, to any person who requests a copy, but the compensation paid to directors and any financial, confidential or proprietary information included in any benefit report may be omitted from such copy.
(P.A. 14-217, S. 154.)