§ 33-600 Short title: Connecticut Business Corporation Act
§ 33-601 Construction of statutes
§ 33-602 Definitions
§ 33-603 Notices and other communications
§ 33-603a Householding
§ 33-604 Number of shareholders
§ 33-605 Qualified director
§ 33-606 Defective corporate actions. Definitions
§ 33-606a Defective corporate action not void or voidable, when
§ 33-606b Ratification of defective corporate actions
§ 33-606c Action on ratification
§ 33-606d Notice requirements re action on ratification
§ 33-606e Effect of ratification
§ 33-606f Filings
§ 33-606g Judicial proceeding re validity of corporate action
§ 33-608 Filing requirements
§ 33-609 Forms. Mailing address
§ 33-610 Effective time and date of document
§ 33-611 Correcting filed document
§ 33-612 Filing duty of Secretary of the State
§ 33-613 Appeal from Secretary of the State’s refusal to file document
§ 33-614 Evidentiary effect of copy of filed document
§ 33-615 Certificate of existence or authorization
§ 33-616 Penalty for signing false document
§ 33-617 Fees payable to Secretary of the State
§ 33-618 Franchise tax
§ 33-622 Powers of Secretary of the State
§ 33-623 Regulations regarding electronic filing
§ 33-624 Interrogatories by Secretary of the State
§ 33-635 Incorporators
§ 33-636 Certificate of incorporation
§ 33-637 Incorporation
§ 33-638 Liability for preincorporation transactions
§ 33-639 Organization of corporation
§ 33-640 Bylaws
§ 33-641 Emergency bylaws
§ 33-642 Certificate of incorporation or bylaws may require that internal corporate claims be brought in specified courts
§ 33-645 Purposes
§ 33-646 Authorization to form corporation to transact insurance business
§ 33-647 General powers
§ 33-648 Emergency powers
§ 33-649 Ultra vires
§ 33-655 Corporate name
§ 33-656 Reserved name
§ 33-657 Registered name
§ 33-660 Registered office and registered agent
§ 33-661 Change of registered office or registered agent
§ 33-662 Resignation of registered agent
§ 33-663 Service of process on corporation
§ 33-665 Authorized shares
§ 33-666 Terms of class or series of shares
§ 33-667 Issued and outstanding shares
§ 33-668 Fractional shares
§ 33-671 Subscription for shares before incorporation
§ 33-672 Issuance of shares
§ 33-673 Liability of shareholders
§ 33-673a Definitions
§ 33-673b Limitation on liability of an interest holder of a domestic entity. Application of veil piercing doctrine, when permitted
§ 33-673c Liability of domestic entity based upon reverse veil piercing doctrine, not permitted
§ 33-674 Share dividends
§ 33-675 Share options and other equity compensation awards
§ 33-676 Form and content of certificates
§ 33-677 Shares without certificates
§ 33-678 Restriction on transfer of shares and other securities
§ 33-679 Expense of issue
§ 33-680 Surrender of share certificates
§ 33-683 Shareholder’s preemptive rights
§ 33-684 Corporation’s acquisition of its own shares
§ 33-687 Distributions to shareholders
§ 33-695 Annual meeting
§ 33-696 Special meeting
§ 33-697 Court-ordered meeting
§ 33-698 Action without meeting
§ 33-699 Notice of meeting
§ 33-700 Waiver of notice
§ 33-701 Record date
§ 33-702 Chairperson to preside
§ 33-703 Remote participation in annual and special meetings
§ 33-704 Shareholders’ list for meeting
§ 33-705 Voting entitlement of shares
§ 33-706 Proxies
§ 33-707 Shares held by nominees
§ 33-708 Corporation’s acceptance or rejection of votes
§ 33-709 Quorum and voting requirements for voting groups
§ 33-710 Action by single and multiple voting groups
§ 33-711 Greater quorum or voting requirement
§ 33-712 Voting for directors. Cumulative voting
§ 33-713 Inspectors
§ 33-715 Voting trust
§ 33-716 Voting agreement
§ 33-717 Shareholder agreement
§ 33-720 Derivative proceedings. Definitions
§ 33-721 Standing
§ 33-722 Demand
§ 33-723 Stay of proceedings
§ 33-724 Dismissal
§ 33-725 Discontinuance or settlement
§ 33-726 Payment of expenses
§ 33-727 Applicability to foreign corporations
§ 33-735 Requirements for and duties of board of directors
§ 33-736 Qualifications for directors or nominees for directors
§ 33-737 Number and election of directors
§ 33-738 Election of directors by certain classes of shareholders
§ 33-739 Terms of directors generally
§ 33-740 Staggered terms for directors
§ 33-741 Resignation of directors
§ 33-742 Removal of directors by shareholders
§ 33-743 Removal of directors by judicial proceeding
§ 33-744 Vacancy on board of directors
§ 33-745 Compensation of directors
§ 33-748 Meetings
§ 33-749 Action without meeting
§ 33-750 Notice of meeting
§ 33-751 Waiver of notice
§ 33-752 Quorum and voting
§ 33-753 Committees
§ 33-754 Submission of matters for shareholder vote
§ 33-756 General standards of conduct for directors
§ 33-757 Liability for unlawful distribution
§ 33-758 General standards of liability for directors
§ 33-763 Officers
§ 33-764 Functions of officers
§ 33-765 Standards of conduct for officers
§ 33-766 Resignation and removal of officers
§ 33-767 Contract rights of officers
§ 33-770 Definitions
§ 33-771 Permissible indemnification
§ 33-772 Mandatory indemnification
§ 33-773 Advance for expenses
§ 33-774 Court-ordered indemnification and advance for expenses
§ 33-775 Determination and authorization of indemnification
§ 33-776 Indemnification of and advance for expenses to officers. Indemnification by corporations incorporated prior to January 1, 1997
§ 33-777 Insurance
§ 33-778 Variation by corporate action
§ 33-779 Exclusivity of provisions
§ 33-781 Definitions
§ 33-782 Judicial action
§ 33-783 Directors’ action
§ 33-784 Shareholders’ action
§ 33-785 Taking advantage of a business opportunity
§ 33-795 Authority to amend
§ 33-796 Amendment by board of directors
§ 33-797 Amendment by board of directors and shareholders
§ 33-798 Voting on amendments by voting groups
§ 33-799 Amendment before issuance of shares
§ 33-800 Certificate of amendment
§ 33-801 Restated certificate of incorporation
§ 33-802 Amendment pursuant to reorganization
§ 33-803 Effect of amendment
§ 33-806 Amendment by shareholders or board of directors
§ 33-807 Bylaw increasing quorum or voting requirement for shareholders
§ 33-808 Bylaw increasing quorum or voting requirement for directors
§ 33-809 Bylaw provisions relating to the election of directors
§ 33-814 Definitions
§ 33-815 Merger
§ 33-816 Share exchange
§ 33-817 Action on plan of merger or share exchange
§ 33-818 Merger of subsidiary
§ 33-819 Certificate of merger or share exchange
§ 33-820 Effect of merger or share exchange
§ 33-821 Merger or share exchange with foreign corporation
§ 33-821a Abandoned merger or share exchange
§ 33-830 Sale or other disposition of assets in regular course of business. Mortgage or other encumbrance, transfer or distribution of assets
§ 33-831 Sale or other disposition of assets leaving no significant continuing business activity
§ 33-840 Business combinations. Definitions
§ 33-841 Approval of business combination
§ 33-842 Exceptions
§ 33-843 Business combinations. Definitions
§ 33-844 Business combination with interested shareholder prohibited for five years unless approved by board of directors
§ 33-845 Excepted business combinations
§ 33-855 Definitions
§ 33-856 Right to appraisal
§ 33-857 Assertion of rights by nominees and beneficial owners
§ 33-860 Notice of appraisal rights
§ 33-861 Notice of intent to demand payment. Consequences of voting or consenting
§ 33-862 Appraisal notice and form
§ 33-863 Perfection of rights. Right to withdraw
§ 33-864 Share restrictions
§ 33-865 Payment
§ 33-866 Failure to take action
§ 33-867 After-acquired shares
§ 33-868 Procedure if shareholder dissatisfied with payment or offer
§ 33-871 Court action
§ 33-872 Court costs and expenses
§ 33-880 Dissolution by incorporators or initial directors
§ 33-881 Dissolution by board of directors and shareholders
§ 33-882 Certificate of dissolution
§ 33-883 Revocation of dissolution
§ 33-884 Effect of dissolution
§ 33-885 Requirements prior to final liquidating distribution of assets
§ 33-886 Known claims against dissolved corporation
§ 33-887 Unknown claims against dissolved corporation
§ 33-887a Proceeding for determination of security for payment of contingent or unknown claims or claims arising after dissolution
§ 33-887b Duties of directors of dissolved corporation
§ 33-890 Administrative dissolution
§ 33-891 Effect of administrative dissolution
§ 33-892 Reinstatement following administrative dissolution
§ 33-893 Appeal from refusal of reinstatement
§ 33-896 Grounds for judicial dissolution
§ 33-897 Procedure for judicial dissolution
§ 33-898 Receivership or custodianship
§ 33-899 Decree of dissolution
§ 33-900 Election to purchase in lieu of dissolution
§ 33-903 Deposit of assets with State Treasurer or other state official
§ 33-910 Provisions applicable to specially chartered corporations
§ 33-911 Formation of specially chartered corporation
§ 33-912 Amendment of special charter
§ 33-913 Surrender of charter and reincorporation
§ 33-914 Franchise tax
§ 33-920 Authority to transact business required
§ 33-921 Consequences of transacting business without authority
§ 33-921a Limited amnesty for foreign corporation transacting business without authority
§ 33-922 Application for certificate of authority
§ 33-923 Amended certificate of authority
§ 33-924 Effect of certificate of authority
§ 33-925 Corporate name of foreign corporation
§ 33-926 Registered office and registered agent of foreign corporation
§ 33-927 Change of registered office or registered agent of foreign corporation
§ 33-928 Resignation of registered agent of foreign corporation
§ 33-929 Service of process on foreign corporation
§ 33-932 Withdrawal of foreign corporation
§ 33-935 Grounds for revocation
§ 33-936 Procedure for and effect of revocation
§ 33-937 Appeal from revocation
§ 33-945 Corporate records
§ 33-946 Inspection of records by shareholders
§ 33-947 Scope of inspection right
§ 33-948 Court-ordered inspection
§ 33-949 Inspection of records by directors
§ 33-950 Exception to notice requirement
§ 33-951 Financial statements for shareholders
§ 33-952 Other reports to shareholders
§ 33-953 Reports
§ 33-954 Failure to file report. Incorrect report
§ 33-955 Interim notice of change of director or officer
§ 33-995 Applicability to domestic corporations in existence on January 1, 1997
§ 33-996 Applicability to qualified foreign corporations
§ 33-997 Saving provisions
§ 33-997a Reservation of power to amend or repeal
§ 33-998 Severability
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Terms Used In Connecticut General Statutes > Chapter 601 - Business Corporations

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • another: may extend and be applied to communities, companies, corporations, public or private, limited liability companies, societies and associations. See Connecticut General Statutes 1-1
  • Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • Appraisal: A determination of property value.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • banks: shall include all incorporated banks. See Connecticut General Statutes 1-1
  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Contract: A legal written agreement that becomes binding when signed.
  • Conviction: A judgement of guilt against a criminal defendant.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
  • Dependent: A person dependent for support upon another.
  • Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
  • Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • Escrow: Money given to a third party to be held for payment until certain conditions are met.
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Executor: A male person named in a will to carry out the decedent
  • Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
  • Fiduciary: A trustee, executor, or administrator.
  • Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
  • Foreclosure: A legal process in which property that is collateral or security for a loan may be sold to help repay the loan when the loan is in default. Source: OCC
  • Fraud: Intentional deception resulting in injury to another.
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
  • Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes.
  • Interrogatories: Written questions asked by one party of an opposing party, who must answer them in writing under oath; a discovery device in a lawsuit.
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
  • month: means a calendar month, and the word "year" means a calendar year, unless otherwise expressed. See Connecticut General Statutes 1-1
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Nolo contendere: No contest-has the same effect as a plea of guilty, as far as the criminal sentence is concerned, but may not be considered as an admission of guilt for any other purpose.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Oversight: Committee review of the activities of a Federal agency or program.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Personal property: All property that is not real property.
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
  • Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
  • Presiding officer: A majority-party Senator who presides over the Senate and is charged with maintaining order and decorum, recognizing Members to speak, and interpreting the Senate's rules, practices and precedents.
  • Quorum: The number of legislators that must be present to do business.
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
  • Recourse: An arrangement in which a bank retains, in form or in substance, any credit risk directly or indirectly associated with an asset it has sold (in accordance with generally accepted accounting principles) that exceeds a pro rata share of the bank's claim on the asset. If a bank has no claim on an asset it has sold, then the retention of any credit risk is recourse. Source: FDIC
  • Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
  • Rescission: The cancellation of budget authority previously provided by Congress. The Impoundment Control Act of 1974 specifies that the President may propose to Congress that funds be rescinded. If both Houses have not approved a rescission proposal (by passing legislation) within 45 days of continuous session, any funds being withheld must be made available for obligation.
  • Right of rescission: Right to cancel, within three business days, a contract that uses the home of a person as collateral, except in the case of a first mortgage loan. There is no fee to the borrower, who receives a full refund of all fees paid. The right of rescission is guaranteed by the Truth in Lending Act (TILA). Source: OCC
  • Service of process: The service of writs or summonses to the appropriate party.
  • Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
  • Statute: A law passed by a legislature.
  • succeeding: when used by way of reference to any section or sections, mean the section or sections next preceding, next following or next succeeding, unless some other section is expressly designated in such reference. See Connecticut General Statutes 1-1
  • Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
  • Trustee: A person or institution holding and administering property in trust.
  • Venue: The geographical location in which a case is tried.
  • Writ: A formal written command, issued from the court, requiring the performance of a specific act.