(a) The Secretary of the State shall charge and collect the following fees for filing documents and issuing certificates and remit them to the Treasurer for the use of the state: (1) Filing application to reserve, register, renew or cancel registration of corporate name, sixty dollars; (2) filing transfer of reserved corporate name, sixty dollars; (3) filing a certificate of incorporation, including appointment of registered agent, twenty dollars; (4) filing change of address of registered agent or change of registered agent, twenty dollars; (5) filing notice of resignation of registered agent in duplicate, twenty dollars; (6) filing certificate of amendment to certificate of incorporation, twenty dollars; (7) filing restated certificate of incorporation, twenty dollars; (8) filing certificate of merger, twenty dollars; (9) filing certificate of correction, twenty dollars; (10) filing certificate of surrender of special charter and adoption of certificate of incorporation, twenty dollars; (11) filing certificate of revocation of dissolution, twenty dollars; (12) filing annual report, fifty dollars; (13) filing application of foreign corporation for certificate of authority to conduct affairs in this state and issuing certificate of authority, forty dollars; (14) filing application of foreign corporation for amended certificate of authority to conduct affairs in this state and issuing amended certificate of authority, forty dollars; (15) filing certificate of reinstatement, including appointment of registered agent, one hundred ten dollars; (16) filing a corrected annual report, fifty dollars; and (17) filing an interim notice of change of director or officer, twenty dollars.
(b) The Secretary of the State shall charge and collect the following miscellaneous charges and remit them to the Treasurer for the use of the state: (1) At the time of any service of process on the Secretary of the State as registered agent of a corporation, which amount may be recovered as taxable costs by the party to the suit or action causing such service to be made if such party prevails in the suit or action, the plaintiff in the process so served shall pay fifty dollars; (2) for preparing and furnishing a copy of any document, instrument or paper filed or recorded relating to a corporation: (A) For each copy of each such document thereof regardless of the number of pages, forty dollars; (B) for affixing the official seal thereto, fifteen dollars; (3) for preparing and furnishing his certificate of existence or authorization, which certificate may reflect any and all changes of corporate name and the date or dates of filing thereof, eighty dollars; (4) for preparing and furnishing his certificate of existence or authorization reflecting certificates affecting fundamental changes to a certificate of incorporation and the date or dates of filing thereof, one hundred twenty dollars; and (5) for other services for which fees are not provided by the general statutes, the Secretary of the State may charge such fees as will, in his judgment, cover the cost of the services provided.
(c) The tax imposed under chapter 219 shall not be imposed upon any transaction for which a fee is charged under the provisions of this section.
(P.A. 96-256, S. 14, 209; P.A. 97-246, S. 44, 99; P.A. 98-137, S. 16, 62; 98-219, S. 33, 34; June Sp. Sess. P.A. 09-3, S. 371; P.A. 14-154, S. 6.)
History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (a) to replace in Subdiv. (6) “filing certificate of merger or consolidation, ten dollars for each constituent domestic and foreign corporation” with “filing certificate of merger, ten dollars”, replace in Subdiv. (7) “filing certificate of abandonment of merger or consolidation, ten dollars for each constituent domestic and foreign corporation” with “filing certificate of correction, ten dollars”, replace in Subdiv. (9) “filing certificate of dissolution by resolution, ten dollars” with “filing certificate of dissolution, ten dollars”, delete former Subdiv. (10) re filing certificate of dissolution by expiration, redesignate former Subdiv. (11) as Subdiv. (10) and amend said Subdiv. to replace “filing judicial decree of dissolution” with “filing certificate of administrative dissolution”, redesignate former Subdiv. (12) as Subdiv. (11) and amend said Subdiv. to delete provisions re filing biennial report, redesignate former Subdivs. (13), (14) and (15) as Subdivs. (12), (13) and (14), respectively, delete former Subdiv. (16) re filing notice that a director or officer has ceased to be in office, delete former Subdiv. (17) re filing notice that a director or officer has been elected or appointed, redesignate former Subdiv. (18) as Subdiv. (15) and add Subdiv. (16) establishing a $25 fee for filing a corrected annual report, and amended Subsec. (b) to delete former Subdiv. (3) re $20 charge for preparing and furnishing a certificate of good standing, redesignate former Subdivs. (4) and (5) as Subdivs. (3) and (4), respectively, and amend said Subdivs. to replace “certificate of good standing” with “certificate of existence or authorization” and redesignate Subdiv. (6) as Subdiv. (5), effective June 27, 1997; P.A. 98-137 amended Subsec. (a) to add new Subdiv. (1) re $30 fee for filing application to reserve, register, renew or cancel registration of corporate name, new Subdiv. (2) re $30 fee for filing transfer of reserved corporate name, new Subdiv. (12) re $10 fee for filing certificate of revocation of dissolution and new Subdiv. (19) re $10 fee for filing an interim notice of change of director or officer, and to delete former Subdiv. (10) re $10 fee for filing certificate of administrative dissolution, renumbering the remaining Subdivs. accordingly, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; June Sp. Sess. P.A. 09-3 increased fees in Subsecs. (a) and (b); P.A. 14-154 amended Subsec. (a) by deleting former Subdiv. (11) re filing fee for certificate of dissolution, redesignating existing Subdivs. (12) to (15) as Subdivs. (11) to (14), deleting former Subdiv. (16) re filing fee for application for and issuance of certificate of withdrawal of foreign corporation and redesignating existing Subdivs. (17) to (19) as Subdivs. (15) to (17), effective July 1, 2015.
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.