Conn. Gen. Stat. § 33-1000
Short title: Connecticut Revised Nonstock Corporation Act
Sections 33-1000 to 33-1290, inclusive, shall be known and may be cited as the “Connecticut Revised Nonstock Corporation Act”.
General Statutes of Connecticut Chapter 602 — Nonstock Corporations
Connecticut · statute · Conn. Gen. Stat. ch. 602 · 183 active provisions
Conn. Gen. Stat. § 33-1001
Construction of statutes
(a) Sections 33-1000 to 33-1290, inclusive, shall be so construed as to provide for a general corporate form for the conduct of lawful activities 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…
Conn. Gen. Stat. § 33-1002
Definitions
As used in sections 33-1000 to 33-1290, 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) “Board” or “board of directors” means the group of persons vested with management of the affairs…
Conn. Gen. Stat. § 33-1003
Notice
(a) Notice under sections 33-1000 to 33-1290, inclusive, shall be in writing unless oral notice is reasonable under the circumstances. Notice by electronic transmission is written notice. (b) Notice may be communicated in person, by mail or other method of delivery, or by telephone, voice mail or other electronic means…
Conn. Gen. Stat. § 33-1003a
Qualified director
(a) For purposes of sections 33-1000 to 33-1290, inclusive, a qualified director is a director who, at the time action is to be taken under: (1) Section 33-1119 or 33-1121, (A) is not a party to the proceeding, (B) is not a director who sought approval for a director's conflicting interest transaction under section 33-…
Conn. Gen. Stat. § 33-1004
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 33-1000 to 33-1290, inclusive, shall require or permit filing the document in the office of the Secretary of the St…
Conn. Gen. Stat. § 33-1005
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 conduct affairs in this state; (3) a foreign corporation's application for a certificate of withdrawal; and (4) the…
Conn. Gen. Stat. § 33-1006
Effective time and date of document
(a) Except as provided in subsection (b) of this section and subsection (c) of section 33-1007, 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 s…
Conn. Gen. Stat. § 33-1007
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…
Conn. Gen. Stat. § 33-1008
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 33-1004, 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 a…
Conn. Gen. Stat. § 33-1009
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…
Conn. Gen. Stat. § 33-1010
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.
Conn. Gen. Stat. § 33-1011
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 a certificate of authorization shall be conclusive evidence that such corporation's most…
Conn. Gen. Stat. § 33-1012
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.
Conn. Gen. Stat. § 33-1013
Fees payable to Secretary of the State
(a) The Secretary of the State shall charge and collect the following fees for filing documents and issuing certificates and remit them to the Treasurer for the use of the state: (1) Filing application to reserve, register, renew or cancel registration of corporate name, sixty dollars; (2) filing transfer of reserved c…
Conn. Gen. Stat. § 33-1014
Franchise tax
A corporation shall pay and the Secretary of the State shall charge and collect from such corporation a franchise tax of thirty dollars when it files its certificate of incorporation.
Conn. Gen. Stat. § 33-1015
Powers of Secretary of the State
The Secretary of the State has the power reasonably necessary to perform the duties required of him by sections 33-1000 to 33-1290, inclusive.
Conn. Gen. Stat. § 33-1016
Regulations regarding electronic filing
The Secretary of the State may adopt regulations in accordance with the provisions of chapter 54 governing the filing with and delivery of documents to the office of the Secretary of the State under sections 33-1000 to 33-1290, inclusive, by electronic means, including facsimile and computer transmission.
Conn. Gen. Stat. § 33-1017
Interrogatories by Secretary of the State
(a) The Secretary of the State may propound to any corporation subject to the provisions of sections 33-1000 to 33-1290, inclusive, domestic or foreign, and to any officer or director thereof, such interrogatories as may be reasonably necessary and proper to enable him to ascertain whether such corporation has complied…
Conn. Gen. Stat. § 33-1025
Incorporators
One or more persons may act as the incorporator or incorporators of a corporation by delivering a certificate of incorporation to the Secretary of the State for filing.
Conn. Gen. Stat. § 33-1026
Certificate of incorporation
(a) The certificate of incorporation shall set forth: (1) A corporate name for the corporation that satisfies the requirements of section 33-1045; (2) a statement that the corporation is nonprofit and that the corporation shall not have or issue shares of stock or make distributions; (3) whether the corporation is to h…
Conn. Gen. Stat. § 33-1027
Incorporation
(a) The corporate existence begins when the certificate of incorporation is filed. (b) The Secretary of the State's filing of the certificate of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorp…
Conn. Gen. Stat. § 33-1028
Liability for preincorporation transactions
All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under sections 33-1000 to 33-1290, inclusive, are jointly and severally liable for all liabilities created while so acting.
Conn. Gen. Stat. § 33-1029
Organization of corporation
(a)(1) If initial directors are named in the certificate of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the…
Conn. Gen. Stat. § 33-1030
Bylaws
(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (b) The bylaws of a corporation may contain any provision for managing and regulating the affairs of the corporation that is not inconsistent with law or the certificate of incorporation.
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