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Section 33-1095. - Meetings. - (a) The board of directors may hold regular or special...
Section 33-1096. - Court-ordered meeting of directors. - (a) The superior court for the judicial district where a...
Section 33-1097. - Action without meeting. - (a) Except to the extent that the certificate of incorporation...
Section 33-1098. - Notice of meeting. - (a) Unless the certificate of incorporation or bylaws provide otherwise,...
Section 33-1099. - Waiver of notice. - (a) A director may waive any notice required by sections...
Section 33-1100. - Quorum and voting. - (a) Unless the certificate of incorporation or bylaws require a...
Section 33-1101. - Committees. - (a) Unless sections 33-1000 to 33-1290, inclusive, the certificate of...
Section 33-1104. - General standards for directors. - (a) A director shall discharge his duties as a director,...
Section 33-1105. - Liability for unlawful distribution. - (a) A director who votes for or assents to a...
Section 33-1106. - Liability for loans. - Directors who vote for or assent to the making of...
Section 33-1109. - Officers. - (a) A corporation has the offices described in its bylaws....
Section 33-1110. - Functions of officers. - Each officer has the authority and shall perform the functions...
Section 33-1111. - Standards of conduct for officers. - (a) An officer with discretionary authority shall discharge his duties...
Section 33-1112. - Resignation and removal of officers. - (a) An officer may resign at any time by delivering...
Section 33-1113. - Contract rights of officers. - (a) The appointment of an officer does not itself create...
Section 33-1116. - Definitions. - As used in sections 33-1116 to 33-1125, inclusive: (1) “Corporation”...
Section 33-1117. - Permissible indemnification. - (a) Except as otherwise provided in this section, a corporation...
Section 33-1118. - Mandatory indemnification. - A corporation shall indemnify a director who was wholly successful,...
Section 33-1119. - Advance for expenses. - (a) A corporation may, before final disposition of a proceeding,...
Section 33-1120. - Court-ordered indemnification and advance for expenses. - (a) A director who is a party to a proceeding...
Section 33-1121. - Determination and authorization of indemnification. - (a) A corporation may not indemnify a director under section...
Section 33-1122. - Indemnification of and advance for expenses to officers, employees and agents. - (a) A corporation may indemnify and advance expenses under sections...
Section 33-1123. - Insurance. - A corporation may purchase and maintain insurance on behalf of...
Section 33-1124. - Variation by corporate action. - (a) A corporation may, by a provision in its certificate...
Section 33-1125. - Exclusivity of provisions. - A corporation may provide indemnification of or advance expenses to...
Section 33-1127. - Definitions. - As used in sections 33-1127 to 33-1130, inclusive: (1) “Director's...
Section 33-1128. - Judicial action. - (a) A transaction effected or proposed to be effected by...
Section 33-1129. - Directors' action. - (a) Directors' action respecting a director's conflicting interest transaction is...
Section 33-1130. - Members' action. - (a) Members' action respecting a director's conflicting interest transaction is...
Section 33-1131. - Taking advantage of a business opportunity. - (a) A director's taking advantage, directly or indirectly, of a...
Section 33-1140. - Authority to amend. - (a) A corporation may amend its certificate of incorporation at...
Section 33-1141. - Certain amendments by board of directors. - Unless the certificate of incorporation provides otherwise, a corporation's board...
Section 33-1142. - Amendment by board of directors and members. - (a) If a corporation has members, an amendment to the...
Section 33-1143. - Amendments by incorporators. - If a corporation has no members entitled to vote on...
Section 33-1144. - Certificate of amendment. - After an amendment to the certificate of incorporation has been...
Section 33-1145. - Restated certificate of incorporation. - (a) A corporation's board of directors may restate its certificate...
Section 33-1146. - Amendment pursuant to reorganization. - (a) A corporation's certificate of incorporation may be amended without...
Section 33-1147. - Effect of amendment. - An amendment to a certificate of incorporation does not affect...
Section 33-1150. - Amendment by board of directors or members. - (a) A corporation's board of directors may amend or repeal...
Section 33-1151. - Bylaw increasing quorum or voting requirement for members. - (a) If authorized by the certificate of incorporation, the members...
Section 33-1152. - Bylaw increasing quorum or voting requirement for directors. - (a) A bylaw that fixes a greater quorum or voting...
Section 33-1155. - Merger. - (a) One or more corporations may merge with another corporation...
Section 33-1156. - Action on plan of merger. - In the case of a domestic corporation that is a...
Section 33-1157. - Certificate of merger. - (a) After a plan of merger has been adopted and...
Section 33-1158. - Effect of merger. - When a merger becomes effective: (1) The corporation that is...
Section 33-1159. - Merger with foreign corporation. - Section 33-1159 is repealed, effective July 1, 2003. (P.A. 96-256,...
Section 33-1159a. - Merger with foreign corporation. - (a) One or more foreign corporations, as defined in section...
Section 33-1159b. - Abandoned merger. - (a) Unless otherwise provided in a plan of merger, after...
Section 33-1165. - Sale or other disposition of assets in regular course of affairs. Mortgage or other encumbrance or transfer of assets. - No approval of the members of a corporation is required,...
Section 33-1166. - Sale or other disposition of assets leaving no significant continuing activity. - (a) Unless the certificate of incorporation provides otherwise, a sale,...
Section 33-1170. - Dissolution by incorporators or initial directors. - A majority of the initial directors or, if the initial...
Section 33-1171. - Dissolution by resolution of board of directors and members. - (a) A corporation's board of directors may propose dissolution for...
Section 33-1172. - Certificate of dissolution. - (a) At any time after dissolution is authorized, the corporation...
Section 33-1173. - Revocation of dissolution. - (a) A corporation may revoke its dissolution within one hundred...
Section 33-1174. - Effect of dissolution. - (a) A dissolved corporation continues its corporate existence but may...
Section 33-1175. - Adoption of plan for distribution of assets. - A plan providing for the distribution of assets, not inconsistent...
Section 33-1176. - Liquidating distribution of assets. - (a) The assets of a corporation in the process of...
Section 33-1177. - Known claims against dissolved corporation. - (a) A dissolved corporation may dispose of the known claims...
Section 33-1178. - Unknown claims against dissolved corporation. - (a) A dissolved corporation may also publish notice of its...
Section 33-1178a. - 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 33-1178b. - Duties of directors of dissolved corporation. - (a) Directors of a dissolved corporation shall cause the dissolved...
Section 33-1181. - Administrative dissolution. - (a) The Secretary of the State may effect the administrative...
Section 33-1182. - Effect of administrative dissolution. - (a) A corporation administratively dissolved continues its corporate existence but...
Section 33-1183. - Reinstatement following administrative dissolution. - (a) A corporation administratively dissolved may apply to the Secretary...
Section 33-1184. - Appeal from refusal of reinstatement. - (a) If the Secretary of the State refuses to file...
Section 33-1187. - Grounds for judicial dissolution. - (a) The superior court for the judicial district where the...
Section 33-1188. - Procedure for judicial dissolution. - (a) Venue for a proceeding by the Attorney General to...
Section 33-1189. - Receivership or custodianship. - (a) A court in a judicial proceeding brought to dissolve...
Section 33-1190. - Decree of dissolution. - (a) If after a hearing the court determines that one...
Section 33-1193. - Deposit of assets with State Treasurer or other state official. - Assets of a dissolved corporation that should be transferred to...
Section 33-1200. - Provisions applicable to specially chartered corporations. - (a) Except as otherwise provided in subsection (e) of section...
Section 33-1201. - Formation of specially chartered corporation. - Formation of a specially chartered corporation shall, following enactment of...
Section 33-1202. - Amendment of special charter. - (a) Amendment of a special charter by the General Assembly...
Section 33-1203. - Surrender of charter and reincorporation. - (a) Any specially chartered corporation may surrender its charter and...
Section 33-1204. - Franchise tax. - Specially chartered corporations incorporated or reincorporated after January 1, 1961,...
Section 33-1205. - Dissolution of specially chartered beach association. - Except as otherwise provided by special act, any specially chartered...
Section 33-1210. - Authority to conduct affairs required. - (a) A foreign corporation, other than an insurance, surety or...
Section 33-1211. - Consequences of conducting affairs without authority. - (a) A foreign corporation conducting affairs in this state without...
Section 33-1212. - Application for certificate of authority. - (a) A foreign corporation may apply for a certificate of...
Section 33-1213. - Amended certificate of authority. - (a) A foreign corporation authorized to conduct affairs in this...
Section 33-1214. - Effect of certificate of authority. - (a) A certificate of authority authorizes the foreign corporation to...
Section 33-1215. - Corporate name of foreign corporation. - (a) The corporate name of a foreign corporation must satisfy...
Section 33-1216. - Registered office and registered agent of foreign corporation. - (a) Each foreign corporation authorized to conduct affairs in this...
Section 33-1217. - Change of registered office or registered agent of foreign corporation. - (a) A foreign corporation authorized to conduct affairs in this...
Section 33-1218. - Resignation of registered agent of foreign corporation. - (a) The registered agent of a foreign corporation may resign...
Section 33-1219. - Service of process on foreign corporation. - (a) The registered agent of a foreign corporation authorized to...
Section 33-1222. - Withdrawal of foreign corporation. - (a) A foreign corporation authorized to conduct affairs in this...
Section 33-1225. - Grounds for revocation. - The Secretary of the State may commence a proceeding under...
Section 33-1226. - Procedure for and effect of revocation. - (a) If the Secretary of the State determines that one...
Section 33-1227. - Appeal from revocation. - (a) A foreign corporation may appeal the Secretary of the...
Section 33-1235. - Corporate records. - (a) A corporation shall keep as permanent records minutes of...
Section 33-1236. - Inspection of records by members. - (a) A member is entitled to inspect and copy, during...
Section 33-1237. - Scope of inspection right. - (a) A member's agent or attorney has the same inspection...
Section 33-1238. - Court-ordered inspection. - (a) If a corporation does not allow a member who...
Section 33-1239. - Inspection of records by directors. - (a) A director of a corporation is entitled to inspect...
Section 33-1240. - Exception to notice requirement. - (a) Whenever notice is required to be given under any...
Section 33-1241. - Financial statements. - (a) A corporation shall prepare annual financial statements, which may...
Section 33-1242. - Other reports to members. - Section 33-1242 is repealed, effective October 1, 2001. (P.A. 96-256,...
Section 33-1243. - Reports. - (a) Each domestic corporation, except banks, trust companies, insurance or...
Section 33-1244. - Failure to file report. Incorrect report. - (a) Any corporation required to file annual reports as provided...
Section 33-1245. - Interim notice of change of director or officer. - (a) When the directors or officers of a domestic or...
Section 33-1285. - Judicial relief. - (a) If for any reason it is impractical or impossible...
Section 33-1286. - Applicability to domestic corporations in existence on January 1, 1997. - Sections 33-1000 to 33-1290, inclusive, apply to all domestic corporations...
Section 33-1287. - Applicability to qualified foreign corporations. - A foreign corporation authorized to conduct affairs in this state...
Section 33-1288. - Savings provisions. - (a) Except as provided in subsection (b) of this section,...
Section 33-1289. - Reservation of power to amend or repeal. - The General Assembly has the power to amend or repeal...
Section 33-1290. - Severability. - If any provision of sections 33-1000 to 33-1290, inclusive, or...
Chapter 603 - Corporate Accountability
Section 33-1331. - Prohibited actions re investigations. - After the inception of an investigation by the state, or...
Section 33-1332. - Prohibited actions by accountants auditing certain corporations. - No accountant who conducts an audit of a corporation the...
Section 33-1333. - Corporate officers required to certify financial statements. Penalties. - (a) Each officer of a corporation organized under the laws...
Section 33-1334. - Registered public accounting firm prohibited from violating Section 10a(g) of Securities Exchange Act of 1934. Penalties. - (a) It shall be unlawful for a registered public accounting...
Section 33-1335. - Violations deemed unfair or deceptive trade practices. - A violation of sections 33-1331 to 33-1334, inclusive, shall be...
Section 33-1336. - Whistle-blowing protections for employees of certain corporations. - (a) No corporation organized under the laws of this state...
Section 33-1337. - Filing fraudulent report. - A person is guilty of filing a fraudulent report if...
Chapter 604 - Benefit Corporations
Section 33-1350. - Short title: Connecticut Benefit Corporation Act. - Sections 33-1350 to 33-1364, inclusive, shall be known and may...
Section 33-1351. - Definitions. - As used in this section and sections 33-1352 to 33-1364,...
Section 33-1352. - Construction of statutes. - (a) The provisions of this section and sections 33-1353 to...
Section 33-1353. - Incorporation of benefit corporation. - A benefit corporation shall be incorporated in accordance with the...
Section 33-1354. - Election of benefit corporation status. - (a) A business corporation that is not a benefit corporation...
Section 33-1355. - Legacy preservation provision. - (a) A benefit corporation may, not earlier than twenty-four months...
Section 33-1356. - Termination of benefit corporation status. - (a) Except for a benefit corporation that adopts a legacy...
Section 33-1357. - Purposes. - (a) A benefit corporation shall have a purpose of creating...
Section 33-1358. - Standards of conduct for directors. - (a) In discharging the duties of their respective positions and...
Section 33-1359. - Benefit director. - (a) The board of directors of a benefit corporation that...
Section 33-1360. - Standards of conduct for officers. - (a) Each officer of a benefit corporation shall consider the...
Section 33-1361. - Benefit officer. - A benefit corporation may designate a benefit officer. A benefit...
Section 33-1362. - Right of action. Benefit enforcement proceeding. - (a) Except in a benefit enforcement proceeding, no person may...
Section 33-1363. - Third-party standard. Preparation of annual benefit report. - (a) A benefit corporation shall select a third-party standard by...
Section 33-1364. - Availability of annual benefit report. - (a) A benefit corporation shall send its annual benefit report...
Section 33-1365 to 33-1999. - Reserved for future use. - Note: Chapters 605 to 607 are also reserved for future...
Chapter 608 - Miscellaneous Provisions
Section 33-2000. - Conversion of stock corporation organized before January 1, 1920, to nonstock corporation. - A stock corporation organized before January 1, 1920, and having...
Section 33-2001. - Commission on Connecticut's Leadership in Corporation and Business Law. - (a) There is established a Commission on Connecticut's Leadership in...