(a) A document shall satisfy the requirements of this section, and of any other section that adds to or varies from these requirements, to be entitled to filing by the Secretary of the State.
(b) Sections 33-1000 to 33-1290, inclusive, shall require or permit filing the document in the office of the Secretary of the State.
(c) The document shall contain the information required by sections 33-1000 to 33-1290, inclusive. It may contain other information as well.
(d) The document shall be typewritten or printed or, if electronically transmitted, in a format that can be retrieved or reproduced in typewritten or printed form.
(e) The document shall be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.
(f) The document shall be executed: (1) By the chairman of the board of directors of a domestic or foreign corporation, by its president or by another of its officers; (2) if directors have not been selected or the corporation has not been formed, by an incorporator; or (3) if the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary.
(g) The person executing the document shall sign it and state beneath or opposite such person's signature such person's name and the capacity in which such person signs. The document may but need not contain a corporate seal, attestation, acknowledgment or verification.
(h) If the Secretary of the State has prescribed a mandatory form for the document under section 33-1005, the document shall be in or on the prescribed form.
(i) The document shall be delivered to the office of the Secretary of the State for filing. If the document is filed in typewritten or printed form and not electronically transmitted, the Secretary of the State may require one exact or conformed copy to be delivered with the document, except as provided in sections 33-1052 and 33-1218.
(j) When the document is delivered to the office of the Secretary of the State for filing, the correct filing fee, and any franchise tax, license fee or penalty required to be paid therewith by sections 33-1000 to 33-1290, inclusive, or other law, must be paid or provision for payment made in a manner permitted by the Secretary of the State.
(k) When any document is required or permitted to be filed or recorded as provided in sections 33-1000 to 33-1290, inclusive, the Secretary of the State may, in the Secretary of the State's discretion, for good cause, permit a photostatic or other photographic copy of such document to be filed or recorded in lieu of the original instrument. Such filing or recording shall have the same force and effect as if the original instrument had been so filed or recorded.
(l) The Secretary of the State may require or permit the filing by electronic transmission or by employing new technology as it is developed of any document that is required by law or regulation under sections 33-1000 to 33-1290, inclusive, to be filed with the Secretary of the State.
(P.A. 96-256, S. 5, 209; P.A. 98-137, S. 47, 48, 62; 98-219, S. 33, 34; P.A. 01-199, S. 34; P.A. 11-146, S. 3.)
History: P.A. 96-256 effective January 1, 1997; P.A. 98-137 amended Subsecs. (d) and (g) to replace “transmitted by electronic means” with “electronically transmitted”, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 01-199 amended Subsec. (d) to replace “or, if authorized by the Secretary of the State, electronically transmitted” with “or, if electronically transmitted, in a format that can be retrieved or reproduced in typewritten or printed form”, amended Subsec. (g) to make the manner of executing a document the same whether it is typewritten or printed or electronically transmitted by deleting provision that required the person executing a document that is electronically transmitted to “affirm and authenticate the execution of the document in such manner as the Secretary of the State may prescribe as effective for those purposes”, replace provision authorizing the document to contain “(1) The corporate seal, (2) an attestation by the secretary or an assistant secretary, (3) an acknowledgment, verification or proof” with “a corporate seal, attestation, acknowledgment or verification” and make technical changes for purposes of gender neutrality, amended Subsec. (i) to authorize delivery by electronic transmission if and to the extent permitted by the Secretary of the State and authorize the Secretary of the State to require one exact or conformed copy of a filed document that is in typewritten or printed form and not electronically transmitted to be delivered with the document, amended Subsec. (j) to rephrase provisions and amended Subsec. (k) to make a technical change for purposes of gender neutrality; P.A. 11-146 amended Subsec. (i) to delete provision authorizing delivery by electronic transmission if and to extent permitted by Secretary of the State and added new Subsec. (l) re authority of Secretary of the State to require or permit filing by electronic transmission or by employing new technology as it is developed of any document required to be filed with said Secretary, effective January 1, 2012.
Structure Connecticut General Statutes
Chapter 602 - Nonstock Corporations
Section 33-1000. - Short title: Connecticut Revised Nonstock Corporation Act.
Section 33-1001. - Construction of statutes.
Section 33-1002. - Definitions.
Section 33-1003a. - Qualified director.
Section 33-1004. - Filing requirements.
Section 33-1005. - Forms. Mailing address.
Section 33-1006. - Effective time and date of document.
Section 33-1007. - Correcting filed document.
Section 33-1008. - Filing duty of Secretary of the State.
Section 33-1009. - Appeal from Secretary of the State's refusal to file document.
Section 33-1010. - Evidentiary effect of copy of filed document.
Section 33-1011. - Certificate of existence or authorization.
Section 33-1012. - Penalty for signing false document.
Section 33-1013. - Fees payable to Secretary of the State.
Section 33-1014. - Franchise tax.
Section 33-1015. - Powers of Secretary of the State.
Section 33-1016. - Regulations regarding electronic filing.
Section 33-1017. - Interrogatories by Secretary of the State.
Section 33-1025. - Incorporators.
Section 33-1026. - Certificate of incorporation.
Section 33-1027. - Incorporation.
Section 33-1028. - Liability for preincorporation transactions.
Section 33-1029. - Organization of corporation.
Section 33-1031. - Emergency bylaws.
Section 33-1036. - General powers.
Section 33-1037. - Emergency powers.
Section 33-1038. - Ultra vires.
Section 33-1045. - Corporate name.
Section 33-1046. - Reserved name.
Section 33-1047. - Registered name.
Section 33-1050. - Registered office and registered agent.
Section 33-1051. - Change of registered office or registered agent.
Section 33-1052. - Resignation of registered agent.
Section 33-1053. - Service of process on corporation.
Section 33-1055. - Classes of members.
Section 33-1056. - Rules for membership.
Section 33-1057. - Corporation may impose fines and penalties and levy dues and assessments.
Section 33-1058. - Liability of members.
Section 33-1061. - Annual meeting. Regular meeting.
Section 33-1062. - Special meeting.
Section 33-1063. - Court-ordered meeting.
Section 33-1064. - Action without meeting. Validity of actions at meetings not properly called.
Section 33-1065. - Notice of meeting.
Section 33-1066. - Waiver of notice.
Section 33-1067. - Record date.
Section 33-1068. - Chairperson to preside.
Section 33-1069. - Remote participation in meetings.
Section 33-1070. - Members' list for meeting.
Section 33-1071. - Member voting rights.
Section 33-1073. - Corporation's acceptance or rejection of votes.
Section 33-1074. - Quorum and voting requirements.
Section 33-1075. - Action by single and multiple classes of members.
Section 33-1076. - Other quorum or voting requirement.
Section 33-1077. - Voting for directors. Cumulative voting.
Section 33-1078. - Inspectors.
Section 33-1080. - Requirements for and duties of board of directors.
Section 33-1081. - Qualifications of directors.
Section 33-1082. - Number and election of directors.
Section 33-1083. - Special provisions regarding directors.
Section 33-1084. - Election of directors by certain classes of members.
Section 33-1085. - Terms of directors generally.
Section 33-1086. - Staggered terms for directors.
Section 33-1087. - Resignation of directors.
Section 33-1088. - Removal of directors by members or directors.
Section 33-1089. - Proceedings to determine validity of election.
Section 33-1090. - Removal of directors by judicial proceeding.
Section 33-1091. - Vacancy on board of directors.
Section 33-1091a. - Judicial appointment of board of directors.
Section 33-1092. - Compensation of directors.
Section 33-1096. - Court-ordered meeting of directors.
Section 33-1097. - Action without meeting.
Section 33-1098. - Notice of meeting.
Section 33-1099. - Waiver of notice.
Section 33-1100. - Quorum and voting.
Section 33-1101. - Committees.
Section 33-1104. - General standards for directors.
Section 33-1105. - Liability for unlawful distribution.
Section 33-1106. - Liability for loans.
Section 33-1110. - Functions of officers.
Section 33-1111. - Standards of conduct for officers.
Section 33-1112. - Resignation and removal of officers.
Section 33-1113. - Contract rights of officers.
Section 33-1116. - Definitions.
Section 33-1117. - Permissible indemnification.
Section 33-1118. - Mandatory indemnification.
Section 33-1119. - Advance for expenses.
Section 33-1120. - Court-ordered indemnification and advance for expenses.
Section 33-1121. - Determination and authorization of indemnification.
Section 33-1122. - Indemnification of and advance for expenses to officers, employees and agents.
Section 33-1124. - Variation by corporate action.
Section 33-1125. - Exclusivity of provisions.
Section 33-1127. - Definitions.
Section 33-1128. - Judicial action.
Section 33-1129. - Directors' action.
Section 33-1130. - Members' action.
Section 33-1131. - Taking advantage of a business opportunity.
Section 33-1140. - Authority to amend.
Section 33-1141. - Certain amendments by board of directors.
Section 33-1142. - Amendment by board of directors and members.
Section 33-1143. - Amendments by incorporators.
Section 33-1144. - Certificate of amendment.
Section 33-1145. - Restated certificate of incorporation.
Section 33-1146. - Amendment pursuant to reorganization.
Section 33-1147. - Effect of amendment.
Section 33-1150. - Amendment by board of directors or members.
Section 33-1151. - Bylaw increasing quorum or voting requirement for members.
Section 33-1152. - Bylaw increasing quorum or voting requirement for directors.
Section 33-1156. - Action on plan of merger.
Section 33-1157. - Certificate of merger.
Section 33-1158. - Effect of merger.
Section 33-1159. - Merger with foreign corporation.
Section 33-1159a. - Merger with foreign corporation.
Section 33-1159b. - Abandoned merger.
Section 33-1166. - Sale or other disposition of assets leaving no significant continuing activity.
Section 33-1170. - Dissolution by incorporators or initial directors.
Section 33-1171. - Dissolution by resolution of board of directors and members.
Section 33-1172. - Certificate of dissolution.
Section 33-1173. - Revocation of dissolution.
Section 33-1174. - Effect of dissolution.
Section 33-1175. - Adoption of plan for distribution of assets.
Section 33-1176. - Liquidating distribution of assets.
Section 33-1177. - Known claims against dissolved corporation.
Section 33-1178. - Unknown claims against dissolved corporation.
Section 33-1178b. - Duties of directors of dissolved corporation.
Section 33-1181. - Administrative dissolution.
Section 33-1182. - Effect of administrative dissolution.
Section 33-1183. - Reinstatement following administrative dissolution.
Section 33-1184. - Appeal from refusal of reinstatement.
Section 33-1187. - Grounds for judicial dissolution.
Section 33-1188. - Procedure for judicial dissolution.
Section 33-1189. - Receivership or custodianship.
Section 33-1190. - Decree of dissolution.
Section 33-1193. - Deposit of assets with State Treasurer or other state official.
Section 33-1200. - Provisions applicable to specially chartered corporations.
Section 33-1201. - Formation of specially chartered corporation.
Section 33-1202. - Amendment of special charter.
Section 33-1203. - Surrender of charter and reincorporation.
Section 33-1204. - Franchise tax.
Section 33-1205. - Dissolution of specially chartered beach association.
Section 33-1210. - Authority to conduct affairs required.
Section 33-1211. - Consequences of conducting affairs without authority.
Section 33-1212. - Application for certificate of authority.
Section 33-1213. - Amended certificate of authority.
Section 33-1214. - Effect of certificate of authority.
Section 33-1215. - Corporate name of foreign corporation.
Section 33-1216. - Registered office and registered agent of foreign corporation.
Section 33-1217. - Change of registered office or registered agent of foreign corporation.
Section 33-1218. - Resignation of registered agent of foreign corporation.
Section 33-1219. - Service of process on foreign corporation.
Section 33-1222. - Withdrawal of foreign corporation.
Section 33-1225. - Grounds for revocation.
Section 33-1226. - Procedure for and effect of revocation.
Section 33-1227. - Appeal from revocation.
Section 33-1235. - Corporate records.
Section 33-1236. - Inspection of records by members.
Section 33-1237. - Scope of inspection right.
Section 33-1238. - Court-ordered inspection.
Section 33-1239. - Inspection of records by directors.
Section 33-1240. - Exception to notice requirement.
Section 33-1241. - Financial statements.
Section 33-1242. - Other reports to members.
Section 33-1244. - Failure to file report. Incorrect report.
Section 33-1245. - Interim notice of change of director or officer.
Section 33-1285. - Judicial relief.
Section 33-1286. - Applicability to domestic corporations in existence on January 1, 1997.
Section 33-1287. - Applicability to qualified foreign corporations.
Section 33-1288. - Savings provisions.