Connecticut Administrative Code › Title 12 - Taxation › 2 - Description; Conferences and Hearings; Procedure for Requesting the Promulgation, Amendment or Repeal of a Regulation; Petition for Declaratory Ruling; Regulations and Forms › Procedures › Section 12-2-8 - Notice concerning dissolution

Current through July 10, 2024
(a)
Preamble.
Each dissolved stock corporation organized under the
				laws of this state shall send the notice concerning dissolution which is
				described in subsection (b) of this section to the commissioner of revenue
				services, whether or not the corporation elects to proceed in respect of
				creditors as provided under section 33-379(d). In the event that the
				corporation elects to proceed in respect of creditors as provided under section
				33-379(d), the notice required under that section shall also be sent to the
				commissioner of revenue services, whether or not the department of revenue
				services is a known creditor of the corporation. In the event that the
				corporation elects not to proceed in respect of creditors as provided under
				section 33-379(d), a current statement from the commissioner of revenue
				services showing that the corporation has paid all its taxes, that it was not
				liable for any taxes or that it has made adequate provisions for the future
				payment of any of its unpaid taxes shall also be obtained. Failure to send the
				notice required under section 33-379(d), if the corporation elects to proceed
				thereunder, or failure to obtain the current statement required under section
				33-380(b), if the corporation elects not to proceed under section 33-379(d),
				shall expose to suit (1) the corporation, by virtue of section 33-378(e); (2) a
				shareholder in a derivative capacity, by virtue of section 33-378(e) and (f)
				and section 33-359, if the shareholder has received a distribution of assets
				from the corporation, knowing the distribution to be improper under chapter
				599; and (3) a director, by virtue of section 33-321(b), if the director voted
				for a distribution of assets improper under chapter 599. Subsection (b) of this
				section describes the required content of the notice concerning dissolution
				which shall be sent to the commissioner of revenue services by each dissolved
				stock corporation organized under the laws of this state. Subsection (c) of
				this section describes the procedure which must be followed in sending the
				notice concerning dissolution which is described in subsection (b) of this
				section.
(b)
Required
				contents of notice.
The required contents of the notice concerning
				dissolution include-
(1) a copy of the notice
				required to be published under section 33-379(a) plus a statement indicating
				the dates of publication of the notice in the Connecticut Law Journal plus a
				statement indicating the name of the newspaper having a general circulation in
				the town of the corporation's principal office in which the notice is published
				and the dates of publication.
(2) a
				statement indicating the name of the person to which, the place at which and
				the time within which claims against the corporation are to be
				presented.
(3) a statement
				indicating whether the corporation has elected to proceed in respect of
				creditors as provided in section 33-379(d) or whether the corporation is
				seeking to obtain the current statement from the commissioner as provided in
				section 33-380(b).
(4) if the
				corporation elects to proceed in respect of creditors as provided under section
				33-379(d), a copy of the notice required to be published under section
				33-379(d) plus a statement indicating the dates of publication of the notice in
				the Connecticut Law Journal plus the name of the newspaper having a general
				circulation in the town of the corporation's principal office in which the
				notice is published and the dates of publication.
(5) a statement indicating the tax
				registration number assigned by the commissioner of revenue services to the
				corporation.