CHAPTER 608

MISCELLANEOUS PROVISIONS

Table of Contents

Sec. 33-2000. Conversion of stock corporation organized before January 1, 1920, to nonstock corporation.

Sec. 33-2001. Commission on Connecticut’s Leadership in Corporation and Business Law.


Sec. 33-2000. Conversion of stock corporation organized before January 1, 1920, to nonstock corporation. A stock corporation organized before January 1, 1920, and having a certificate of incorporation providing that each member of the corporation shall be entitled to one vote, irrespective of the number of shares the member may hold in the same, may convert to a nonstock corporation under chapter 602 by filing with the Secretary of the State a certificate of conversion (1) stating the terms of the corporation’s plan of conversion and the classes of membership to which shareholders of the stock corporation, including any current classes of shareholders, will or may elect to belong following conversion and any amendment, restatement or amendment and restatement of the corporation’s certificate of incorporation to be effected as a result of such conversion, and (2) certifying that the board of directors adopted the plan of conversion and such amendment, restatement or amendment and restatement of the certificate of incorporation and that a majority of the members or shares who were present or represented by proxy and voting at a duly noticed meeting of its shareholders or members voted in favor of the plan of conversion and to effect such amendment, restatement or amendment and restatement of the certificate of incorporation. After the filing of such certificate of conversion, (A) the corporation shall be deemed to have continued in existence with all the same corporate powers, except those that may not be exercised by a nonstock corporation under chapter 602, and to continue to own all its assets and properties and to be liable for all its debts and liabilities; (B) the actions taken by a majority vote of shares present and voting at each past meeting of the shareholders of the corporation as recorded in the minutes of such meetings are valid without regard to any defect in notice or whether a quorum was present, unless an action was commenced alleging such facts prior to June 21, 2011; and (C) the corporation shall not be required until after January 1, 2015, to comply with the provisions of chapter 32 relating to ownership interests in the corporation deemed abandoned.

(P.A. 11-61, S. 152.)

History: P.A. 11-61 effective June 21, 2011.

Sec. 33-2001. Commission on Connecticut’s Leadership in Corporation and Business Law. (a) There is established a Commission on Connecticut’s Leadership in Corporation and Business Law, which shall be part of the Legislative Department.

(b) The commission shall consist of:

(1) The chairperson of the business law section of the Connecticut Bar Association;

(2) The Commissioner of Economic and Community Development, or a designee;

(3) The Chief Court Administrator, or a designee;

(4) The chairpersons of the joint standing committee of the General Assembly having cognizance of matters relating to banks, or their designees chosen from among the members of such committee;

(5) The chairpersons of the joint standing committee of the General Assembly having cognizance of matters relating to the judiciary, or their designees chosen from among the members of such committee;

(6) The chairpersons of the joint standing committee of the General Assembly having cognizance of matters relating to commerce, or their designees chosen from among the members of such committee;

(7) Six members appointed one each by the president pro tempore of the Senate, the speaker of the House of Representatives, the majority leader of the Senate, the majority leader of the House of Representatives, the minority leader of the Senate and the minority leader of the House of Representatives; and

(8) Two members appointed by the Governor.

(c) The members of the commission shall elect a chairperson of the commission from among its members. The commission shall meet at such times as it deems necessary.

(d) The commission shall:

(1) Develop and recommend policies to establish the state as a leading and highly desirable jurisdiction in which to (A) organize a business entity, and (B) adjudicate matters related to corporation and business law;

(2) Develop and recommend policies to attract and encourage business entities to organize under Connecticut law and establish and maintain their headquarters and significant business operations in Connecticut;

(3) Examine the impact of statutory and common law in this state, the state of Delaware, the state of New York and other states on the organization of business entities and the retention of such business entities in this state and recommend legislation or other administrative or policy changes to the Governor and the General Assembly to achieve the purposes set forth in subdivisions (1) and (2) of this subsection. In conducting such examination, the commission shall consider, but not limit consideration to, the following:

(A) The impact of the Connecticut Business Corporation Act, section 33-600, et seq.;

(B) The impact of state business taxes, including, but not limited to, the franchise tax and the corporation business tax;

(C) The impact of Judicial Branch operations on business entity organization, including, but not limited to, the rules of the Superior Court, the complex litigation docket and the composition of the Judicial Branch in general;

(D) The impact of the office of the Secretary of the State and the state’s procedures for business entity organization and filing, including, but not limited to, the state’s electronic and accelerated formation and filing capabilities;

(E) The impact of the Delaware General Corporation Law, Title 8 of the Delaware Code, the Delaware Court of Chancery and other statutory and administrative provisions in Delaware law on the economy and economic development in the state of Delaware, and the influence of Delaware law on the adjudication of corporate and business disputes in Connecticut courts; and

(F) The impact of the New York Business Corporation Law, the commercial division of the Supreme Court of the state of New York, and other statutory and administrative provisions in New York law on the economy and economic development of the state of New York and the influence of New York law on the adjudication of corporate and business disputes in Connecticut courts;

(4) Develop and recommend policies to enhance and improve the Connecticut Business Corporation Act to achieve the purposes set forth in subdivisions (1) and (2) of this subsection;

(5) Develop and recommend policies to establish a docket in the Judicial Branch with exclusive jurisdiction over all matters concerning business entity organization, shareholders, securities, and business combinations or transactions involving the sale or transfer of ownership interests or assets, to achieve the purposes set forth in subdivisions (1) and (2) of this subsection; and

(6) Develop and recommend policies to assist the Secretary of the State to develop best-in-the-nation business services and support, including, but not limited to, a state-of-the-art business entity organization and filing system that enables accelerated access to business services twenty-four hours a day, to achieve the purposes set forth in subdivisions (1) and (2) of this subsection.

For purposes of this subsection, “business entity” means a corporation, association, partnership, limited liability company or any other similar form of business organization.

(e) Not later than October 1, 2015, the commission shall develop and submit to the General Assembly a ten-year plan of action to establish Connecticut’s leadership in corporation and business organizations law and to achieve the purposes set forth in subdivisions (1) and (2) of this subsection.

(P.A. 14-89, S. 50.)