(a) If a shareholder makes demand for payment under section 33-868 which remains unsettled, the corporation shall commence a proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the sixty-day period, it shall pay in cash to each shareholder the amount the shareholder demanded pursuant to section 33-868 plus interest.
(b) The corporation shall commence the proceeding in the superior court for the judicial district where a corporation's principal office or, if none, its registered office in this state is located. If the corporation is a foreign corporation without a registered office in this state, it shall commence the proceeding in the superior court for the judicial district where the principal office or registered office of the domestic corporation that merged with the foreign corporation was located at the time of the transaction.
(c) The corporation shall make all shareholders, whether or not residents of this state, whose demands remain unsettled parties to the proceeding as in an action against their shares and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.
(d) The jurisdiction of the court in which the proceeding is commenced under subsection (b) of this section is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have the powers described in the order appointing them, or in any amendment to it. The shareholders demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings. There shall be no right to a jury trial.
(e) Each shareholder made a party to the proceeding is entitled to judgment (1) for the amount, if any, by which the court finds the fair value of the shareholder's shares, plus interest, exceeds the amount paid by the corporation to the shareholder for such shares, or (2) for the fair value, plus interest, of the shareholder's shares for which the corporation elected to withhold payment under section 33-867.
(P.A. 94-186, S. 159, 215; P.A. 01-199, S. 25.)
History: P.A. 94-186 effective January 1, 1997; P.A. 01-199 amended Subsec. (a) to rephrase provisions and require the corporation to “pay in cash to each shareholder the amount the shareholder demanded pursuant to section 33-868 plus interest” rather than “pay each dissenter whose demand remains unsettled the amount demanded”, amended Subsec. (b) to rephrase provisions and provide that venue for a foreign corporation without a registered office in this state is the judicial district “where the principal office or registered office of the domestic corporation that merged with the foreign corporation was located at the time of the transaction” rather than “where the registered office of the domestic corporation merged with or whose shares acquired by the foreign corporation was located”, amended Subsec. (c) to replace “dissenters” with “shareholders”, amended Subsec. (d) to replace “dissenters” with “shareholders demanding appraisal rights”, provide that there shall be no right to a jury trial and make technical changes and amended Subsec. (e) to rephrase provisions, replace “dissenter” with “shareholder” and make technical changes including changes for purposes of gender neutrality.
Structure Connecticut General Statutes
Chapter 601 - Business Corporations
Section 33-600. - Short title: Connecticut Business Corporation Act.
Section 33-601. - Construction of statutes.
Section 33-602. - Definitions.
Section 33-603. - Notices and other communications.
Section 33-603a. - Householding.
Section 33-604. - Number of shareholders.
Section 33-605. - Qualified director.
Section 33-606. - Defective corporate actions. Definitions.
Section 33-606a. - Defective corporate action not void or voidable, when.
Section 33-606b. - Ratification of defective corporate actions.
Section 33-606c. - Action on ratification.
Section 33-606d. - Notice requirements re action on ratification.
Section 33-606e. - Effect of ratification.
Section 33-606g. - Judicial proceeding re validity of corporate action.
Section 33-608. - Filing requirements.
Section 33-609. - Forms. Mailing address.
Section 33-610. - Effective time and date of document.
Section 33-611. - Correcting filed document.
Section 33-612. - Filing duty of Secretary of the State.
Section 33-613. - Appeal from Secretary of the State's refusal to file document.
Section 33-614. - Evidentiary effect of copy of filed document.
Section 33-615. - Certificate of existence or authorization.
Section 33-616. - Penalty for signing false document.
Section 33-617. - Fees payable to Secretary of the State.
Section 33-618. - Franchise tax.
Section 33-622. - Powers of Secretary of the State.
Section 33-623. - Regulations regarding electronic filing.
Section 33-624. - Interrogatories by Secretary of the State.
Section 33-635. - Incorporators.
Section 33-636. - Certificate of incorporation.
Section 33-637. - Incorporation.
Section 33-638. - Liability for preincorporation transactions.
Section 33-639. - Organization of corporation.
Section 33-641. - Emergency bylaws.
Section 33-646. - Authorization to form corporation to transact insurance business.
Section 33-647. - General powers.
Section 33-648. - Emergency powers.
Section 33-649. - Ultra vires.
Section 33-655. - Corporate name.
Section 33-656. - Reserved name.
Section 33-657. - Registered name.
Section 33-660. - Registered office and registered agent.
Section 33-661. - Change of registered office or registered agent.
Section 33-662. - Resignation of registered agent.
Section 33-663. - Service of process on corporation.
Section 33-665. - Authorized shares.
Section 33-666. - Terms of class or series of shares.
Section 33-667. - Issued and outstanding shares.
Section 33-668. - Fractional shares.
Section 33-671. - Subscription for shares before incorporation.
Section 33-672. - Issuance of shares.
Section 33-673. - Liability of shareholders.
Section 33-673a. - Definitions.
Section 33-674. - Share dividends.
Section 33-675. - Share options and other equity compensation awards.
Section 33-676. - Form and content of certificates.
Section 33-677. - Shares without certificates.
Section 33-678. - Restriction on transfer of shares and other securities.
Section 33-679. - Expense of issue.
Section 33-680. - Surrender of share certificates.
Section 33-683. - Shareholder's preemptive rights.
Section 33-684. - Corporation's acquisition of its own shares.
Section 33-687. - Distributions to shareholders.
Section 33-695. - Annual meeting.
Section 33-696. - Special meeting.
Section 33-697. - Court-ordered meeting.
Section 33-698. - Action without meeting.
Section 33-699. - Notice of meeting.
Section 33-700. - Waiver of notice.
Section 33-701. - Record date.
Section 33-702. - Chairperson to preside.
Section 33-703. - Remote participation in annual and special meetings.
Section 33-704. - Shareholders' list for meeting.
Section 33-705. - Voting entitlement of shares.
Section 33-707. - Shares held by nominees.
Section 33-708. - Corporation's acceptance or rejection of votes.
Section 33-709. - Quorum and voting requirements for voting groups.
Section 33-710. - Action by single and multiple voting groups.
Section 33-711. - Greater quorum or voting requirement.
Section 33-712. - Voting for directors. Cumulative voting.
Section 33-715. - Voting trust.
Section 33-716. - Voting agreement.
Section 33-717. - Shareholder agreement.
Section 33-720. - Derivative proceedings. Definitions.
Section 33-723. - Stay of proceedings.
Section 33-725. - Discontinuance or settlement.
Section 33-726. - Payment of expenses.
Section 33-727. - Applicability to foreign corporations.
Section 33-735. - Requirements for and duties of board of directors.
Section 33-736. - Qualifications for directors or nominees for directors.
Section 33-737. - Number and election of directors.
Section 33-738. - Election of directors by certain classes of shareholders.
Section 33-739. - Terms of directors generally.
Section 33-740. - Staggered terms for directors.
Section 33-741. - Resignation of directors.
Section 33-742. - Removal of directors by shareholders.
Section 33-743. - Removal of directors by judicial proceeding.
Section 33-744. - Vacancy on board of directors.
Section 33-745. - Compensation of directors.
Section 33-749. - Action without meeting.
Section 33-750. - Notice of meeting.
Section 33-751. - Waiver of notice.
Section 33-752. - Quorum and voting.
Section 33-754. - Submission of matters for shareholder vote.
Section 33-756. - General standards of conduct for directors.
Section 33-757. - Liability for unlawful distribution.
Section 33-758. - General standards of liability for directors.
Section 33-764. - Functions of officers.
Section 33-765. - Standards of conduct for officers.
Section 33-766. - Resignation and removal of officers.
Section 33-767. - Contract rights of officers.
Section 33-770. - Definitions.
Section 33-771. - Permissible indemnification.
Section 33-772. - Mandatory indemnification.
Section 33-773. - Advance for expenses.
Section 33-774. - Court-ordered indemnification and advance for expenses.
Section 33-775. - Determination and authorization of indemnification.
Section 33-778. - Variation by corporate action.
Section 33-779. - Exclusivity of provisions.
Section 33-781. - Definitions.
Section 33-782. - Judicial action.
Section 33-783. - Directors' action.
Section 33-784. - Shareholders' action.
Section 33-785. - Taking advantage of a business opportunity.
Section 33-795. - Authority to amend.
Section 33-796. - Amendment by board of directors.
Section 33-797. - Amendment by board of directors and shareholders.
Section 33-798. - Voting on amendments by voting groups.
Section 33-799. - Amendment before issuance of shares.
Section 33-800. - Certificate of amendment.
Section 33-801. - Restated certificate of incorporation.
Section 33-802. - Amendment pursuant to reorganization.
Section 33-803. - Effect of amendment.
Section 33-806. - Amendment by shareholders or board of directors.
Section 33-807. - Bylaw increasing quorum or voting requirement for shareholders.
Section 33-808. - Bylaw increasing quorum or voting requirement for directors.
Section 33-809. - Bylaw provisions relating to the election of directors.
Section 33-814. - Definitions.
Section 33-816. - Share exchange.
Section 33-817. - Action on plan of merger or share exchange.
Section 33-818. - Merger of subsidiary.
Section 33-819. - Certificate of merger or share exchange.
Section 33-820. - Effect of merger or share exchange.
Section 33-821. - Merger or share exchange with foreign corporation.
Section 33-821a. - Abandoned merger or share exchange.
Section 33-840. - Business combinations. Definitions.
Section 33-841. - Approval of business combination.
Section 33-843. - Business combinations. Definitions.
Section 33-845. - Excepted business combinations.
Section 33-855. - Definitions.
Section 33-856. - Right to appraisal.
Section 33-857. - Assertion of rights by nominees and beneficial owners.
Section 33-860. - Notice of appraisal rights.
Section 33-861. - Notice of intent to demand payment. Consequences of voting or consenting.
Section 33-862. - Appraisal notice and form.
Section 33-863. - Perfection of rights. Right to withdraw.
Section 33-864. - Share restrictions.
Section 33-866. - Failure to take action.
Section 33-867. - After-acquired shares.
Section 33-868. - Procedure if shareholder dissatisfied with payment or offer.
Section 33-871. - Court action.
Section 33-872. - Court costs and expenses.
Section 33-880. - Dissolution by incorporators or initial directors.
Section 33-881. - Dissolution by board of directors and shareholders.
Section 33-882. - Certificate of dissolution.
Section 33-883. - Revocation of dissolution.
Section 33-884. - Effect of dissolution.
Section 33-885. - Requirements prior to final liquidating distribution of assets.
Section 33-886. - Known claims against dissolved corporation.
Section 33-887. - Unknown claims against dissolved corporation.
Section 33-887b. - Duties of directors of dissolved corporation.
Section 33-890. - Administrative dissolution.
Section 33-891. - Effect of administrative dissolution.
Section 33-892. - Reinstatement following administrative dissolution.
Section 33-893. - Appeal from refusal of reinstatement.
Section 33-896. - Grounds for judicial dissolution.
Section 33-897. - Procedure for judicial dissolution.
Section 33-898. - Receivership or custodianship.
Section 33-899. - Decree of dissolution.
Section 33-900. - Election to purchase in lieu of dissolution.
Section 33-903. - Deposit of assets with State Treasurer or other state official.
Section 33-910. - Provisions applicable to specially chartered corporations.
Section 33-911. - Formation of specially chartered corporation.
Section 33-912. - Amendment of special charter.
Section 33-913. - Surrender of charter and reincorporation.
Section 33-914. - Franchise tax.
Section 33-920. - Authority to transact business required.
Section 33-921. - Consequences of transacting business without authority.
Section 33-921a. - Limited amnesty for foreign corporation transacting business without authority.
Section 33-922. - Application for certificate of authority.
Section 33-923. - Amended certificate of authority.
Section 33-924. - Effect of certificate of authority.
Section 33-925. - Corporate name of foreign corporation.
Section 33-926. - Registered office and registered agent of foreign corporation.
Section 33-927. - Change of registered office or registered agent of foreign corporation.
Section 33-928. - Resignation of registered agent of foreign corporation.
Section 33-929. - Service of process on foreign corporation.
Section 33-932. - Withdrawal of foreign corporation.
Section 33-935. - Grounds for revocation.
Section 33-936. - Procedure for and effect of revocation.
Section 33-937. - Appeal from revocation.
Section 33-945. - Corporate records.
Section 33-946. - Inspection of records by shareholders.
Section 33-947. - Scope of inspection right.
Section 33-948. - Court-ordered inspection.
Section 33-949. - Inspection of records by directors.
Section 33-950. - Exception to notice requirement.
Section 33-951. - Financial statements for shareholders.
Section 33-952. - Other reports to shareholders.
Section 33-954. - Failure to file report. Incorrect report.
Section 33-955. - Interim notice of change of director or officer.
Section 33-995. - Applicability to domestic corporations in existence on January 1, 1997.
Section 33-996. - Applicability to qualified foreign corporations.
Section 33-997. - Saving provisions.