Chapter 601. Business Corporations
Section
33-600Short title: Connecticut Business Corporation Act.33-601Construction of statutes.33-602Definitions.33-603Notices and other communications.33-603aHouseholding.33-604Number of shareholders.33-605Qualified director.33-606Defective corporate actions. Definitions.33-606aDefective corporate action not void or voidable, when.33-606bRatification of defective corporate actions.33-606cAction on ratification.33-606dNotice requirements re action on ratification.33-606eEffect of ratification.33-606fFilings.33-606gJudicial proceeding re validity of corporate action.33-60733-60733-608Filing requirements.33-609Forms. Mailing address.33-610Effective time and date of document.33-611Correcting filed document.33-612Filing duty of Secretary of the State.33-613Appeal from Secretary of the State's refusal to file document.33-614Evidentiary effect of copy of filed document.33-615Certificate of existence or authorization.33-616Penalty for signing false document.33-617Fees payable to Secretary of the State.33-618Franchise tax.33-619 to 33-62133-619 to 33-62133-622Powers of Secretary of the State.33-623Regulations regarding electronic filing.33-624Interrogatories by Secretary of the State.33-625 to 33-63433-625 to 33-63433-635Incorporators.33-636Certificate of incorporation.33-637Incorporation.33-638Liability for preincorporation transactions.33-639Organization of corporation.33-640Bylaws.33-641Emergency bylaws.33-642Certificate of incorporation or bylaws may require that internal corporate claims be brought in specified courts.33-643 and 33-64433-643 and 33-64433-645Purposes.33-646Authorization to form corporation to transact insurance business.33-647General powers.33-648Emergency powers.33-649Ultra vires.33-650 to 33-65433-650 to 33-65433-655Corporate name.33-656Reserved name.33-657Registered name.33-658 and 33-65933-658 and 33-65933-660Registered office and registered agent.33-661Change of registered office or registered agent.33-662Resignation of registered agent.33-663Service of process on corporation.33-66433-66433-665Authorized shares.33-666Terms of class or series of shares.33-667Issued and outstanding shares.33-668Fractional shares.33-669 and 33-67033-669 and 33-67033-671Subscription for shares before incorporation.33-672Issuance of shares.33-673Liability of shareholders.33-673aDefinitions.33-673bLimitation on liability of an interest holder of a domestic entity. Application of veil piercing doctrine, when permitted.33-673cLiability of domestic entity based upon reverse veil piercing doctrine, not permitted.33-674Share dividends.33-675Share options and other equity compensation awards.33-676Form and content of certificates.33-677Shares without certificates.33-678Restriction on transfer of shares and other securities.33-679Expense of issue.33-680Surrender of share certificates.33-681 and 33-68233-681 and 33-68233-683Shareholder's preemptive rights.33-684Corporation's acquisition of its own shares.33-685 and 33-68633-685 and 33-68633-687Distributions to shareholders.33-688 to 33-69433-688 to 33-69433-695Annual meeting.33-696Special meeting.33-697Court-ordered meeting.33-698Action without meeting.33-699Notice of meeting.33-700Waiver of notice.33-701Record date.33-702Chairperson to preside.33-703Remote participation in annual and special meetings.33-704Shareholders' list for meeting.33-705Voting entitlement of shares.33-706Proxies.33-707Shares held by nominees.33-708Corporation's acceptance or rejection of votes.33-709Quorum and voting requirements for voting groups.33-710Action by single and multiple voting groups.33-711Greater quorum or voting requirement.33-712Voting for directors. Cumulative voting.33-713Inspectors.33-71433-71433-715Voting trust.33-716Voting agreement.33-717Shareholder agreement.33-718 and 33-71933-718 and 33-71933-720Derivative proceedings. Definitions.33-721Standing.33-722Demand.33-723Stay of proceedings.33-724Dismissal.33-725Discontinuance or settlement.33-726Payment of expenses.33-727Applicability to foreign corporations.33-728 to 33-73433-728 to 33-73433-735Requirements for and duties of board of directors.33-736Qualifications for directors or nominees for directors.33-737Number and election of directors.33-738Election of directors by certain classes of shareholders.33-739Terms of directors generally.33-740Staggered terms for directors.33-741Resignation of directors.33-742Removal of directors by shareholders.33-743Removal of directors by judicial proceeding.33-744Vacancy on board of directors.33-745Compensation of directors.33-746 and 33-74733-746 and 33-74733-748Meetings.33-749Action without meeting.33-750Notice of meeting.33-751Waiver of notice.33-752Quorum and voting.33-753Committees.33-754Submission of matters for shareholder vote.33-75533-75533-756General standards of conduct for directors.33-757Liability for unlawful distribution.33-758General standards of liability for directors.33-759 to 33-76233-759 to 33-76233-763Officers.33-764Functions of officers.33-765Standards of conduct for officers.33-766Resignation and removal of officers.33-767Contract rights of officers.33-768 and 33-76933-768 and 33-76933-770Definitions.33-771Permissible indemnification.33-772Mandatory indemnification.33-773Advance for expenses.33-774Court-ordered indemnification and advance for expenses.33-775Determination and authorization of indemnification.33-776Indemnification of and advance for expenses to officers. Indemnification by corporations incorporated prior to January 1, 1997.33-777Insurance.33-778Variation by corporate action.33-779Exclusivity of provisions.33-78033-78033-781Definitions.33-782Judicial action.33-783Directors' action.33-784Shareholders' action.33-785Taking advantage of a business opportunity.33-786 to 33-79433-786 to 33-79433-795Authority to amend.33-796Amendment by board of directors.33-797Amendment by board of directors and shareholders.33-798Voting on amendments by voting groups.33-799Amendment before issuance of shares.33-800Certificate of amendment.33-801Restated certificate of incorporation.33-802Amendment pursuant to reorganization.33-803Effect of amendment.33-804 and 33-80533-804 and 33-80533-806Amendment by shareholders or board of directors.33-807Bylaw increasing quorum or voting requirement for shareholders.33-808Bylaw increasing quorum or voting requirement for directors.33-809Bylaw provisions relating to the election of directors.33-810 to 33-81333-810 to 33-81333-814Definitions.33-815Merger.33-816Share exchange.33-817Action on plan of merger or share exchange.33-818Merger of subsidiary.33-819Certificate of merger or share exchange.33-820Effect of merger or share exchange.33-821Merger or share exchange with foreign corporation.33-821aAbandoned merger or share exchange.33-822 to 33-82933-822 to 33-82933-830Sale or other disposition of assets in regular course of business. Mortgage or other encumbrance, transfer or distribution of assets.33-831Sale or other disposition of assets leaving no significant continuing business activity.33-832 to 33-83933-832 to 33-83933-840Business combinations. Definitions.33-841Approval of business combination.33-842Exceptions.33-843Business combinations. Definitions.33-844Business combination with interested shareholder prohibited for five years unless approved by board of directors.33-845Excepted business combinations.33-846 to 33-85433-846 to 33-85433-855Definitions.33-856Right to appraisal.33-857Assertion of rights by nominees and beneficial owners.33-858 and 33-85933-858 and 33-85933-860Notice of appraisal rights.33-861Notice of intent to demand payment. Consequences of voting or consenting.33-862Appraisal notice and form.33-863Perfection of rights. Right to withdraw.33-864Share restrictions.33-865Payment.33-866Failure to take action.33-867After-acquired shares.33-868Procedure if shareholder dissatisfied with payment or offer.33-869 and 33-87033-869 and 33-87033-871Court action.33-872Court costs and expenses.33-873 to 33-87933-873 to 33-87933-880Dissolution by incorporators or initial directors.33-881Dissolution by board of directors and shareholders.33-882Certificate of dissolution.33-883Revocation of dissolution.33-884Effect of dissolution.33-885Requirements prior to final liquidating distribution of assets.33-886Known claims against dissolved corporation.33-887Unknown claims against dissolved corporation.33-887aProceeding for determination of security for payment of contingent or unknown claims or claims arising after dissolution.33-887bDuties of directors of dissolved corporation.33-888 and 33-88933-888 and 33-88933-890Administrative dissolution.33-891Effect of administrative dissolution.33-892Reinstatement following administrative dissolution.33-893Appeal from refusal of reinstatement.33-894 and 33-89533-894 and 33-89533-896Grounds for judicial dissolution.33-897Procedure for judicial dissolution.33-898Receivership or custodianship.33-899Decree of dissolution.33-900Election to purchase in lieu of dissolution.33-901 and 33-90233-901 and 33-90233-903Deposit of assets with State Treasurer or other state official.33-904 to 33-90933-904 to 33-90933-910Provisions applicable to specially chartered corporations.33-911Formation of specially chartered corporation.33-912Amendment of special charter.33-913Surrender of charter and reincorporation.33-914Franchise tax.33-915 to 33-91933-915 to 33-91933-920Authority to transact business required.33-921Consequences of transacting business without authority.33-921aLimited amnesty for foreign corporation transacting business without authority.33-922Application for certificate of authority.33-923Amended certificate of authority.33-924Effect of certificate of authority.33-925Corporate name of foreign corporation.33-926Registered office and registered agent of foreign corporation.33-927Change of registered office or registered agent of foreign corporation.33-928Resignation of registered agent of foreign corporation.33-929Service of process on foreign corporation.33-930 and 33-93133-930 and 33-93133-932Withdrawal of foreign corporation.33-933 and 33-93433-933 and 33-93433-935Grounds for revocation.33-936Procedure for and effect of revocation.33-937Appeal from revocation.33-938 to 33-94433-938 to 33-94433-945Corporate records.33-946Inspection of records by shareholders.33-947Scope of inspection right.33-948Court-ordered inspection.33-949Inspection of records by directors.33-950Exception to notice requirement.33-951Financial statements for shareholders.33-952Other reports to shareholders.33-953Reports.33-954Failure to file report. Incorrect report.33-955Interim notice of change of director or officer.33-956 to 33-99433-956 to 33-99433-995Applicability to domestic corporations in existence on January 1, 1997.33-996Applicability to qualified foreign corporations.33-997Saving provisions.33-997aReservation of power to amend or repeal.33-998Severability.33-99933-999