Connecticut General Statutes
Title 33 - Corporations
Chapter 601 - Business Corporations

Section 33-642. - Certificate of incorporation or bylaws may require that internal corporate claims be brought in specified courts. - (a) The certificate of incorporation or the bylaws of a...

Section 33-645. - Purposes. - (a) Every corporation incorporated under sections 33-600 to 33-998, inclusive,...

Section 33-646. - Authorization to form corporation to transact insurance business. - (a) A certificate authorizing the formation of a corporation to...

Section 33-647. - General powers. - Unless its certificate of incorporation provides otherwise, every corporation has...

Section 33-648. - Emergency powers. - (a) In anticipation of or during an emergency defined in...

Section 33-649. - Ultra vires. - (a) Except as provided in subsection (b) of this section,...

Section 33-655. - Corporate name. - (a) The name of each corporation formed after January 1,...

Section 33-656. - Reserved name. - (a) A person may reserve the exclusive use of a...

Section 33-657. - Registered name. - (a) A foreign corporation may register its corporate name, or...

Section 33-660. - Registered office and registered agent. - (a) Each corporation that is required to file an annual...

Section 33-661. - Change of registered office or registered agent. - (a) A corporation may change its registered office or registered...

Section 33-662. - Resignation of registered agent. - (a) A registered agent may resign his agency appointment by...

Section 33-663. - Service of process on corporation. - (a) A corporation's registered agent is the corporation's agent for...

Section 33-665. - Authorized shares. - (a) The certificate of incorporation shall set forth any classes...

Section 33-666. - Terms of class or series of shares. - (a) If the certificate of incorporation so provides, the board...

Section 33-667. - Issued and outstanding shares. - (a) A corporation may issue the number of shares of...

Section 33-668. - Fractional shares. - (a) A corporation may: (1) Issue fractions of a share...

Section 33-671. - Subscription for shares before incorporation. - (a) A subscription for shares entered into before incorporation is...

Section 33-672. - Issuance of shares. - (a) The powers granted in this section to the board...

Section 33-673. - Liability of shareholders. - (a) A purchaser from a corporation of its own shares...

Section 33-673a. - Definitions. - As used in this section and sections 33-673b and 33-673c:...

Section 33-673b. - Limitation on liability of an interest holder of a domestic entity. Application of veil piercing doctrine, when permitted. - (a) A statutory limitation on the liability of an interest...

Section 33-673c. - Liability of domestic entity based upon reverse veil piercing doctrine, not permitted. - No domestic entity shall be responsible for a debt, obligation...

Section 33-674. - Share dividends. - (a) Unless the certificate of incorporation provides otherwise, shares may...

Section 33-675. - Share options and other equity compensation awards. - (a) A corporation may issue rights, options or warrants for...

Section 33-676. - Form and content of certificates. - (a) Shares may but need not be represented by certificates....

Section 33-677. - Shares without certificates. - (a) Unless the certificate of incorporation or a bylaw provides...

Section 33-678. - Restriction on transfer of shares and other securities. - (a) The certificate of incorporation, the bylaws, an agreement among...

Section 33-679. - Expense of issue. - A corporation may pay the expenses of selling or underwriting...

Section 33-680. - Surrender of share certificates. - The board of directors of a corporation may, from time...

Section 33-683. - Shareholder's preemptive rights. - (a) The shareholders of a corporation do not have a...

Section 33-684. - Corporation's acquisition of its own shares. - (a) A corporation may acquire its own shares and shares...

Section 33-687. - Distributions to shareholders. - (a) A board of directors may authorize and the corporation...

Section 33-695. - Annual meeting. - (a) Unless directors are elected by written consent in lieu...

Section 33-696. - Special meeting. - (a) A corporation shall hold a special meeting of shareholders:...

Section 33-697. - Court-ordered meeting. - (a) The superior court for the judicial district where a...

Section 33-698. - Action without meeting. - (a) Action required or permitted under any provision of sections...

Section 33-699. - Notice of meeting. - (a) A corporation shall notify shareholders of the date and...

Section 33-700. - Waiver of notice. - (a) A shareholder may waive any notice required by sections...

Section 33-701. - Record date. - (a) The bylaws may fix or provide the manner of...

Section 33-702. - Chairperson to preside. - (a) At each meeting of shareholders, a chairperson shall preside....

Section 33-703. - Remote participation in annual and special meetings. - (a) Shareholders of any class or series may participate in...

Section 33-704. - Shareholders' list for meeting. - (a) After fixing a record date for a meeting, a...

Section 33-705. - Voting entitlement of shares. - (a) Except as provided in subsections (b) and (c) of...

Section 33-706. - Proxies. - (a) A shareholder may vote his shares in person or...

Section 33-707. - Shares held by nominees. - (a) A corporation may establish a procedure by which the...

Section 33-708. - Corporation's acceptance or rejection of votes. - (a) If the name signed on a vote, consent, waiver...

Section 33-709. - Quorum and voting requirements for voting groups. - (a) Shares entitled to vote as a separate voting group...

Section 33-710. - Action by single and multiple voting groups. - (a) If the certificate of incorporation or sections 33-600 to...

Section 33-711. - Greater quorum or voting requirement. - (a) The certificate of incorporation may provide for a greater...

Section 33-712. - Voting for directors. Cumulative voting. - (a) Unless otherwise provided in the certificate of incorporation, directors...

Section 33-713. - Inspectors. - (a) A corporation having any shares listed on a national...

Section 33-715. - Voting trust. - (a) One or more shareholders may create a voting trust,...

Section 33-716. - Voting agreement. - (a) Two or more shareholders may provide for the manner...

Section 33-717. - Shareholder agreement. - (a) An agreement among the shareholders of a corporation that...

Section 33-720. - Derivative proceedings. Definitions. - As used in sections 33-720 to 33-727, inclusive: (1) “Derivative...

Section 33-721. - Standing. - A shareholder may not commence or maintain a derivative proceeding...

Section 33-722. - Demand. - No shareholder may commence a derivative proceeding until: (1) A...

Section 33-723. - Stay of proceedings. - If the corporation commences an inquiry into the allegations made...

Section 33-724. - Dismissal. - (a) A derivative proceeding shall be dismissed by the court...

Section 33-725. - Discontinuance or settlement. - A derivative proceeding may not be discontinued or settled without...

Section 33-726. - Payment of expenses. - On termination of the derivative proceeding the court may: (1)...

Section 33-727. - Applicability to foreign corporations. - In any derivative proceeding in the right of a foreign...

Section 33-735. - Requirements for and duties of board of directors. - (a) Except as provided in section 33-717, each corporation shall...

Section 33-736. - Qualifications for directors or nominees for directors. - (a) The certificate of incorporation or bylaws may prescribe qualifications...

Section 33-737. - Number and election of directors. - (a) A board of directors shall consist of one or...

Section 33-738. - Election of directors by certain classes of shareholders. - If the certificate of incorporation authorizes dividing the shares into...

Section 33-739. - Terms of directors generally. - (a) The terms of the initial directors of a corporation...

Section 33-740. - Staggered terms for directors. - The certificate of incorporation may provide for staggering the terms...

Section 33-741. - Resignation of directors. - (a) A director may resign at any time by delivering...

Section 33-742. - Removal of directors by shareholders. - (a) The shareholders may remove one or more directors with...

Section 33-743. - Removal of directors by judicial proceeding. - (a) The superior court for the judicial district where a...

Section 33-744. - Vacancy on board of directors. - (a) Unless the certificate of incorporation provides otherwise, if a...

Section 33-745. - Compensation of directors. - Unless the certificate of incorporation or a bylaw provides otherwise,...

Section 33-748. - Meetings. - (a) The board of directors may hold regular or special...

Section 33-749. - Action without meeting. - (a) Except to the extent that the certificate of incorporation...

Section 33-750. - Notice of meeting. - (a) Unless the certificate of incorporation or a bylaw provides...

Section 33-751. - Waiver of notice. - (a) A director may waive any notice required by sections...

Section 33-752. - Quorum and voting. - (a) Unless the certificate of incorporation or a bylaw requires...

Section 33-753. - Committees. - (a) Unless sections 33-600 to 33-998, inclusive, the certificate of...

Section 33-754. - Submission of matters for shareholder vote. - A corporation may agree to submit a matter to a...

Section 33-756. - General standards of conduct for directors. - (a) Each member of the board of directors, when discharging...

Section 33-757. - Liability for unlawful distribution. - (a) A director who votes for or assents to a...

Section 33-758. - General standards of liability for directors. - (a) A director shall not be liable to the corporation...

Section 33-763. - Officers. - (a) A corporation has the offices described in its bylaws...

Section 33-764. - Functions of officers. - Each officer has the authority and shall perform the functions...

Section 33-765. - Standards of conduct for officers. - (a) An officer with discretionary authority shall discharge his duties...

Section 33-766. - Resignation and removal of officers. - (a) An officer may resign at any time by delivering...

Section 33-767. - Contract rights of officers. - (a) The appointment of an officer does not itself create...

Section 33-770. - Definitions. - As used in sections 33-770 to 33-779, inclusive: (1) “Corporation”...

Section 33-771. - Permissible indemnification. - (a) Except as otherwise provided in this section, a corporation...

Section 33-772. - Mandatory indemnification. - A corporation shall indemnify a director who was wholly successful,...

Section 33-773. - Advance for expenses. - (a) A corporation may, before final disposition of a proceeding,...

Section 33-774. - Court-ordered indemnification and advance for expenses. - (a) A director who is a party to a proceeding...

Section 33-775. - Determination and authorization of indemnification. - (a) A corporation may not indemnify a director under section...

Section 33-776. - Indemnification of and advance for expenses to officers. Indemnification by corporations incorporated prior to January 1, 1997. - (a) A corporation may indemnify and advance expenses under sections...

Section 33-777. - Insurance. - A corporation may purchase and maintain insurance on behalf of...

Section 33-778. - Variation by corporate action. - (a) A corporation may, by a provision in its certificate...

Section 33-779. - Exclusivity of provisions. - A corporation may provide indemnification of or advance expenses to...

Section 33-781. - Definitions. - As used in sections 33-781 to 33-784, inclusive: (1) “Director's...

Section 33-782. - Judicial action. - (a) A transaction effected or proposed to be effected by...

Section 33-783. - Directors' action. - (a) Directors' action respecting a director's conflicting interest transaction is...

Section 33-784. - Shareholders' action. - (a) Shareholders' action respecting a director's conflicting interest transaction is...

Section 33-785. - Taking advantage of a business opportunity. - (a) If a director or officer pursues or takes advantage...

Section 33-795. - Authority to amend. - (a) A corporation may amend its certificate of incorporation at...

Section 33-796. - Amendment by board of directors. - Unless the certificate of incorporation provides otherwise, a corporation's board...

Section 33-797. - Amendment by board of directors and shareholders. - (a) If a corporation has issued shares, an amendment to...

Section 33-798. - Voting on amendments by voting groups. - (a) If a corporation has more than one class of...

Section 33-799. - Amendment before issuance of shares. - If a corporation has not yet issued shares, its board...

Section 33-800. - Certificate of amendment. - After an amendment to the certificate of incorporation has been...

Section 33-801. - Restated certificate of incorporation. - (a) A corporation's board of directors may restate its certificate...

Section 33-802. - Amendment pursuant to reorganization. - (a) A corporation's certificate of incorporation may be amended without...

Section 33-803. - Effect of amendment. - An amendment to the certificate of incorporation does not affect...

Section 33-806. - Amendment by shareholders or board of directors. - (a) A corporation's shareholders may amend or repeal the corporation's...

Section 33-807. - Bylaw increasing quorum or voting requirement for shareholders. - (a) If authorized by the certificate of incorporation, the shareholders...

Section 33-808. - Bylaw increasing quorum or voting requirement for directors. - (a) A bylaw that fixes a greater quorum or voting...

Section 33-809. - Bylaw provisions relating to the election of directors. - (a) Unless the certificate of incorporation specifically prohibits the adoption...

Section 33-814. - Definitions. - As used in this section and sections 33-815 to 33-821a,...

Section 33-815. - Merger. - (a) One or more domestic corporations may, in accordance with...

Section 33-816. - Share exchange. - (a) Through a share exchange: (1) A domestic corporation may...

Section 33-817. - Action on plan of merger or share exchange. - In the case of a domestic corporation that is a...

Section 33-818. - Merger of subsidiary. - (a) A domestic parent corporation that owns shares of a...

Section 33-819. - Certificate of merger or share exchange. - (a) After a plan of merger or share exchange has...

Section 33-820. - Effect of merger or share exchange. - (a) When a merger becomes effective: (1) The corporation that...

Section 33-821. - Merger or share exchange with foreign corporation. - Section 33-821 is repealed, effective July 1, 2003. (P.A. 94-186,...

Section 33-821a. - Abandoned merger or share exchange. - (a) Unless otherwise provided in a plan of merger or...

Section 33-830. - Sale or other disposition of assets in regular course of business. Mortgage or other encumbrance, transfer or distribution of assets. - No approval of the shareholders of a corporation is required,...

Section 33-831. - Sale or other disposition of assets leaving no significant continuing business activity. - (a) A sale, lease, exchange or other disposition of assets,...

Section 33-840. - Business combinations. Definitions. - The terms used in sections 33-840 to 33-842, inclusive, shall...

Section 33-841. - Approval of business combination. - In addition to any vote otherwise required by law or...

Section 33-842. - Exceptions. - (a) For purposes of subsection (b) of this section: (1)...

Section 33-843. - Business combinations. Definitions. - For the purposes of sections 33-843 to 33-845, inclusive: (1)...

Section 33-844. - Business combination with interested shareholder prohibited for five years unless approved by board of directors. - (a) Except as provided in section 33-845, notwithstanding anything to...

Section 33-845. - Excepted business combinations. - The provisions of section 33-844 shall not apply: (1) To...

Section 33-855. - Definitions. - As used in this section and sections 33-856 to 33-872,...

Section 33-856. - Right to appraisal. - (a) A shareholder is entitled to appraisal rights, and to...

Section 33-857. - Assertion of rights by nominees and beneficial owners. - (a) A record shareholder may assert appraisal rights as to...

Section 33-860. - Notice of appraisal rights. - (a) Where any corporate action specified in subsection (a) of...

Section 33-861. - Notice of intent to demand payment. Consequences of voting or consenting. - (a) If a corporate action specified in subsection (a) of...

Section 33-862. - Appraisal notice and form. - (a) If a corporate action requiring appraisal rights under subsection...

Section 33-863. - Perfection of rights. Right to withdraw. - (a) A shareholder who receives notice pursuant to section 33-862...

Section 33-864. - Share restrictions. - Section 33-864 is repealed, effective October 1, 2001. (P.A. 94-186,...

Section 33-865. - Payment. - (a) Except as provided in section 33-867, within thirty days...

Section 33-866. - Failure to take action. - Section 33-866 is repealed, effective October 1, 2001. (P.A. 94-186,...

Section 33-867. - After-acquired shares. - (a) A corporation may elect to withhold payment required by...

Section 33-868. - Procedure if shareholder dissatisfied with payment or offer. - (a) A shareholder paid pursuant to section 33-865 who is...

Section 33-871. - Court action. - (a) If a shareholder makes demand for payment under section...

Section 33-872. - Court costs and expenses. - (a) The court in an appraisal proceeding commenced under section...

Section 33-880. - Dissolution by incorporators or initial directors. - A majority of the incorporators or initial directors of a...

Section 33-881. - Dissolution by board of directors and shareholders. - (a) A corporation's board of directors may propose dissolution for...

Section 33-882. - Certificate of dissolution. - (a) At any time after dissolution is authorized, the corporation...

Section 33-883. - Revocation of dissolution. - (a) A corporation may revoke its dissolution within one hundred...

Section 33-884. - Effect of dissolution. - (a) A dissolved corporation continues its corporate existence but may...

Section 33-885. - Requirements prior to final liquidating distribution of assets. - No final liquidating distribution of assets shall be made to...

Section 33-886. - Known claims against dissolved corporation. - (a) A dissolved corporation may dispose of the known claims...

Section 33-887. - Unknown claims against dissolved corporation. - (a) A dissolved corporation may also publish notice of its...

Section 33-887a. - Proceeding for determination of security for payment of contingent or unknown claims or claims arising after dissolution. - (a) A dissolved corporation that has published a notice under...

Section 33-887b. - Duties of directors of dissolved corporation. - (a) Directors of a dissolved corporation shall cause the dissolved...

Section 33-890. - Administrative dissolution. - (a) The Secretary of the State may effect the administrative...

Section 33-891. - Effect of administrative dissolution. - (a) A corporation administratively dissolved continues its corporate existence but...

Section 33-892. - Reinstatement following administrative dissolution. - (a) A corporation administratively dissolved may apply to the Secretary...

Section 33-893. - Appeal from refusal of reinstatement. - (a) If the Secretary of the State refuses to file...

Section 33-896. - Grounds for judicial dissolution. - (a) The superior court for the judicial district where the...

Section 33-897. - Procedure for judicial dissolution. - (a) Venue for a proceeding brought by any party named...

Section 33-898. - Receivership or custodianship. - (a) Unless an election to purchase has been filed under...

Section 33-899. - Decree of dissolution. - (a) If after a hearing the court determines that one...

Section 33-900. - Election to purchase in lieu of dissolution. - (a) In a proceeding under subdivision (1) of subsection (a)...

Section 33-903. - Deposit of assets with State Treasurer or other state official. - Assets of a dissolved corporation that should be transferred to...

Section 33-910. - Provisions applicable to specially chartered corporations. - (a) Except as otherwise provided in sections 33-910 to 33-914,...

Section 33-911. - Formation of specially chartered corporation. - Formation of a specially chartered corporation shall, following enactment of...

Section 33-912. - Amendment of special charter. - (a) Amendment of a special charter by the General Assembly...

Section 33-913. - Surrender of charter and reincorporation. - (a) Any specially chartered corporation may surrender its charter and...

Section 33-914. - Franchise tax. - (a) Specially chartered corporations formed after January 1, 1961, shall...

Section 33-920. - Authority to transact business required. - (a) A foreign corporation, other than an insurance, surety or...

Section 33-921. - Consequences of transacting business without authority. - (a) A foreign corporation transacting business in this state without...

Section 33-921a. - Limited amnesty for foreign corporation transacting business without authority. - Notwithstanding any provision of sections 33-600 to 33-998, inclusive, any...

Section 33-922. - Application for certificate of authority. - (a) A foreign corporation may apply for a certificate of...

Section 33-923. - Amended certificate of authority. - (a) A foreign corporation authorized to transact business in this...

Section 33-924. - Effect of certificate of authority. - (a) A certificate of authority authorizes the foreign corporation to...

Section 33-925. - Corporate name of foreign corporation. - (a) The corporate name of a foreign corporation must satisfy...

Section 33-926. - Registered office and registered agent of foreign corporation. - (a) Each foreign corporation authorized to transact business in this...

Section 33-927. - Change of registered office or registered agent of foreign corporation. - (a) A foreign corporation authorized to transact business in this...

Section 33-928. - Resignation of registered agent of foreign corporation. - (a) The registered agent of a foreign corporation may resign...

Section 33-929. - Service of process on foreign corporation. - (a) The registered agent of a foreign corporation authorized to...

Section 33-932. - Withdrawal of foreign corporation. - (a) A foreign corporation authorized to transact business in this...

Section 33-935. - Grounds for revocation. - The Secretary of the State may commence a proceeding under...

Section 33-936. - Procedure for and effect of revocation. - (a) If the Secretary of the State determines that one...

Section 33-937. - Appeal from revocation. - (a) A foreign corporation may appeal the Secretary of the...

Section 33-945. - Corporate records. - (a) A corporation shall keep as permanent records minutes of...

Section 33-946. - Inspection of records by shareholders. - (a) A shareholder of a corporation is entitled to inspect...

Section 33-947. - Scope of inspection right. - (a) A shareholder's agent or attorney has the same inspection...

Section 33-948. - Court-ordered inspection. - (a) If a corporation does not allow a shareholder who...

Section 33-949. - Inspection of records by directors. - (a) A director of a corporation is entitled to inspect...

Section 33-950. - Exception to notice requirement. - (a) Whenever notice would otherwise be required to be given...

Section 33-951. - Financial statements for shareholders. - (a) A corporation, except a corporation required by law to...

Section 33-952. - Other reports to shareholders. - Section 33-952 is repealed, effective October 1, 2001. (P.A. 94-186,...

Section 33-953. - Reports. - (a) Each domestic corporation, except banks, trust companies, insurance or...

Section 33-954. - Failure to file report. Incorrect report. - (a) Any corporation required to file annual reports as provided...

Section 33-955. - Interim notice of change of director or officer. - (a) When the directors or officers of a domestic or...

Section 33-995. - Applicability to domestic corporations in existence on January 1, 1997. - Sections 33-600 to 33-998, inclusive, apply to all domestic corporations...

Section 33-996. - Applicability to qualified foreign corporations. - A foreign corporation authorized to transact business in this state...

Section 33-997. - Saving provisions. - (a) Except as provided in subsection (b) of this section,...

Section 33-997a. - Reservation of power to amend or repeal. - The General Assembly has power to amend or repeal all...

Section 33-998. - Severability. - If any provision of sections 33-600 to 33-998, inclusive, or...

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Connecticut General Statutes Title 33 - Corporations Chapter 601 - Business Corporations

Connecticut General Statutes
Title 33 - Corporations
Chapter 601 - Business Corporations