General Statutes of Connecticut Chapter 601 — Business Corporations

Short title: Connecticut Business Corporation Act

Sections 33-600 to 33-998, inclusive, shall be known and may be cited as the “Connecticut Business Corporation Act”.

Construction of statutes

(a) Sections 33-600 to 33-998, inclusive, shall be so construed as to provide for a general corporate form for the conduct of lawful business with such variations and modifications from the form so provided as the interested parties may agree upon, subject to the interests of the state and third parties. Whether or not…

Definitions

As used in sections 33-600 to 33-998, inclusive: (1) “Address” means location as described by the full street number, if any, street, city or town, state or country and not a mailing address such as a post office box. (2) “Authorized shares” means the shares of all classes a domestic or foreign corporation is authorize…

Notices and other communications

(a) Notice under sections 33-600 to 33-998, inclusive, shall be in writing unless oral notice is reasonable in the circumstances. Unless otherwise agreed between the sender and the recipient, words in a notice or other communication under sections 33-600 to 33-998, inclusive, shall be in English. (b) A notice or other…

Householding

(a) A corporation has delivered written notice or any other report or statement under any provision of sections 33-600 to 33-998, inclusive, the certificate of incorporation or the bylaws to all shareholders who share a common address if: (1) The corporation delivers one copy of the notice, report or statement to the c…

Number of shareholders

(a) For purposes of sections 33-600 to 33-998, inclusive, the following identified as a shareholder in a corporation's current record of shareholders constitutes one shareholder: (1) Three or fewer co-owners; (2) a corporation, partnership, trust, estate or other entity; (3) the trustees, guardians, custodians or other…

Qualified director

(a) For purposes of sections 33-600 to 33-998, inclusive, a qualified director is a director who, at the time action is to be taken under: (1) Subdivision (6) of subsection (b) of section 33-636, is not a director (A) to whom the limitation or elimination of the duty of an officer to offer potential business opportunit…

Defective corporate actions. Definitions

As used in this section and sections 33-606a to 33-606g, inclusive: (1) “Corporate action” means any action taken by or on behalf of the corporation, including any action taken by the incorporator, the board of directors, a committee of the board of directors, an officer or agent of the corporation or the shareholders.…

Defective corporate action not void or voidable, when

(a) A defective corporate action shall not be void or voidable if ratified in accordance with section 33-606b or validated in accordance with section 33-606g. (b) Ratification under section 33-606b or validation under section 33-606g shall not be deemed to be the exclusive means of ratifying or validating any defective…

Ratification of defective corporate actions

(a) To ratify a defective corporate action under this section, other than the ratification of an election of the initial board of directors under subsection (b) of this section, the board of directors shall take action ratifying the action in accordance with section 33-606c, stating: (1) The defective corporate action…

Action on ratification

(a) The quorum and voting requirements applicable to a ratifying action by the board of directors under subsection (a) of section 33-606b shall be the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time such ratifying action is taken. (b) If the ratification of the defe…

Notice requirements re action on ratification

(a) Unless shareholder approval is required under subsection (c) of section 33-606b, prompt notice of an action taken under said section shall be given to each holder of valid and putative shares, regardless of whether entitled to vote, as of (1) the date of such action by the board of directors, and (2) the date of th…

Effect of ratification

From and after the validation effective time, and without regard to the one-hundred-twenty-day period during which a claim may be brought under section 33-606g: (1) Each defective corporate action ratified in accordance with section 33-606b shall not be void or voidable as a result of the failure of authorization ident…

Filings

(a) If the defective corporate action ratified under sections 33-606 to 33-606g, inclusive, would have required under any other provision of sections 33-600 to 33-998, inclusive, a filing in accordance with sections 33-600 to 33-998, inclusive, then, whether or not a filing was previously made in respect to such defect…

Judicial proceeding re validity of corporate action

(a) Upon application by the corporation, any successor entity to the corporation, a director of the corporation, any shareholder, beneficial shareholder or unrestricted voting trust beneficial owner of the corporation, including any such shareholder, beneficial shareholder or unrestricted voting trust beneficial owner…

Reserved for future use.

Filing requirements

(a) A document shall satisfy the requirements of this section, and of any other section that adds to or varies from these requirements, to be entitled to filing by the Secretary of the State. (b) Sections 33-600 to 33-998, inclusive, shall require or permit filing the document in the office of the Secretary of the Stat…

Forms. Mailing address

(a) The Secretary of the State may prescribe and furnish on request forms for: (1) An application for a certificate of existence; (2) a foreign corporation's application for a certificate of authority to transact business in this state; (3) a foreign corporation's application for a certificate of withdrawal; and (4) th…

Effective time and date of document

(a) Except as provided in subsection (b) of this section and subsection (c) of section 33-611, a document accepted for filing is effective: (1) At the date and time of filing, as evidenced by such means as the Secretary of the State may use for the purpose of recording the date and time of filing; or (2) at the time sp…

Correcting filed document

(a) A domestic or foreign corporation may correct a document filed by the Secretary of the State if (1) the document contains an inaccuracy, (2) the document was defectively made, executed, attested, sealed, verified or acknowledged, or (3) the electronic transmission was defective. (b) A document is corrected: (1) By…

Filing duty of Secretary of the State

(a) If a document delivered to the office of the Secretary of the State for filing satisfies the requirements of section 33-608, the Secretary of the State shall file it. (b) The Secretary of the State files a document by stamping or otherwise endorsing “Filed”, together with his name and official title and the date an…

Appeal from Secretary of the State's refusal to file document

(a) If the Secretary of the State refuses to file a document delivered to his office for filing, the domestic or foreign corporation may appeal the refusal within thirty days after the return of the document to the superior court for the judicial district of Hartford. The appeal is commenced by petitioning the court to…

Evidentiary effect of copy of filed document

A copy of a document filed by the Secretary of the State, which copy is certified by the Secretary of the State, bearing his signature, which may be a facsimile, and the seal of this state, is conclusive evidence that the original document is on file with the Secretary of the State.

Certificate of existence or authorization

(a) Any person may apply to the Secretary of the State to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation. (b) The issuance of a certificate of existence or authorization shall be conclusive evidence that such corporation's most recent annual rep…

Penalty for signing false document

A person who signs or otherwise executes a document he knows is false in any material respect with intent that the document be delivered to the Secretary of the State for filing shall be subject to the penalty for false statement under section 53a-157b.