(a) A corporation may revoke its dissolution within one hundred and twenty days of its effective date.
(b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless, in the case of a corporation with members entitled to vote on the dissolution, that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without member 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of dissolution that (1) sets forth: (A) The name of the corporation; (B) the effective date of the dissolution that was revoked; (C) the date that the revocation of dissolution was authorized; (D) if the corporation's board of directors, or incorporators, revoked the dissolution, a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 members, a statement that revocation was permitted by action of the board of directors alone pursuant to that authorization; and (F) if member action was required to revoke the dissolution, the information required by subdivision (3) of subsection (a) of section 33-1172; 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 activities as if dissolution had never occurred.
(P.A. 96-256, S. 118, 209; P.A. 97-246, S. 70, 99; P.A. 98-137, S. 46, 62; 98-219, S. 33, 34; P.A. 03-18, S. 50; P.A. 04-257, S. 53.)
History: P.A. 96-256 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 with the certificate of revocation of dissolution that it delivers to the Secretary of the State for filing and add new Subdiv. (7) requiring delivery of an amendment of the certificate of incorporation identifying 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. 98-137 amended Subsec. (c)(7) to require that certificate be accompanied by an amendment which “changes the name of the corporation to an available name” rather than “identifies an available name”, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 03-18 amended Subsec. (c)(6) by deleting reference to Sec. 33-1172(b), effective July 1, 2003; P.A. 04-257 made technical changes in Subsec. (c), effective June 14, 2004.
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.