Sec. 33-673c. Liability of domestic entity based upon reverse veil piercing doctrine, not permitted.
Sec. 33-890. Administrative dissolution.
Sec. 33-911. Formation of specially chartered corporation.
Sec. 33-673a. Definitions. As used in this section and sections 33-673b and 33-673c:
(1) “Affiliate” means with respect to any specified person, any other person directly or indirectly controlling, controlled by or under common control with such specified person. As used in this subdivision, “control” has the same meaning given to that term in 17 CFR 240.12b-2, as amended from time to time;
(2) “Domestic entity” means an entity whose internal affairs are governed by the law of this state;
(3) “Entity” means (A) a business corporation, (B) a nonstock corporation, (C) a limited liability partnership, (D) a limited partnership, including a limited liability limited partnership, (E) a limited liability company, or (F) any other person that (i) has a separate legal existence, and (ii) is subject to a provision of the general statutes which provides that an interest holder of such person is not personally liable for a debt, obligation or other liability of such person solely by reason of being or acting as such interest holder;
(4) “Governance interest” has the same meaning as provided in section 34-600;
(5) “Governor” has the same meaning as provided in section 34-600;
(6) “Interest” means (A) a governance interest in an entity, (B) a transferable interest in an entity, or (C) a share, membership interest or other ownership interest in an entity;
(7) “Interest holder” has the same meaning as provided in section 34-600;
(8) “Person” has the same meaning as provided in section 34-600; and
(9) “Transferable interest” has the same meaning as provided in section 34-600.
(P.A. 19-181, S. 1.)
History: P.A. 19-181 effective July 9, 2019, and applicable to any civil action filed on or after July 9, 2019.
| (Return to Chapter Table of Contents) |
(Return to List of Chapters) |
(Return to List of Titles) |
Sec. 33-673b. Limitation on liability of an interest holder of a domestic entity. Application of veil piercing doctrine, when permitted. (a) A statutory limitation on the liability of an interest holder of a domestic entity for a debt, obligation or other liability of such domestic entity, including without limitation, the limitation set forth in section 33-673 or 34-251a, may not be disregarded based upon a veil piercing doctrine, claim or remedy in connection with a transaction to which the entity is a party, unless a court finds by a preponderance of the evidence that: (1) The interest holder exerted complete domination and control over the management, finances, policies and activities of such entity with respect to such transaction; (2) such domination and control was used by the interest holder to (A) commit fraud or other intentional wrong against the person asserting such doctrine, claim or remedy, (B) intentionally violate a statutory or common law duty to such person, or (C) commit a deceitful or other unlawful act against such person; and (3) the domination and control exerted by the interest holder and the breach of duty or other act proximately caused injury or loss to the person asserting such doctrine, claim or remedy.
(b) In making a determination under subdivision (1) of subsection (a) of this section, a court shall consider factors that include, but are not limited to, whether: (1) The entity was adequately capitalized, (2) assets of the entity were distributed or otherwise transferred from the entity to the interest holder or any affiliate of such interest holder without any lawful business purpose, (3) there were overlapping interest holders, governors or other management personnel between the entity and the interest holder or any affiliate of such interest holder, (4) the interest holder or any affiliate of such interest holder shared office spaces, addresses and telephone numbers with the entity without payment of fair consideration, (5) transactions involving the entity and the interest holder or any affiliate of such interest holder were at arm's length and for fair consideration, (6) funds of the entity were commingled with funds of the interest holder or any affiliate of such interest holder, (7) the entity was treated as a separate legal entity for financial and other business purposes as evidenced by having its own contractual relationships, bank accounts, books of account and financial statements, (8) the entity was insolvent or rendered insolvent by the acts of the interest holder or any affiliate of such interest holder, and (9) the property of the entity was used by the interest holder or any affiliate of such interest holder without payment of fair consideration.
(c) The burden of proof shall be on the person seeking to hold the interest holder of a domestic entity responsible for the debts, obligations or other liabilities of such entity.
(d) The failure of a domestic entity to observe formalities relating to the exercise of its powers or the management of its activities and affairs is not grounds for imposing personal liability on an interest holder of such entity for a debt, obligation or other liability of such entity based upon a veil piercing doctrine, claim or remedy.
(e) When determining whether a statutory limitation on the liability of an interest holder of a domestic entity for a debt, obligation or other liability of such domestic entity, including without limitation, the limitation set forth in section 33-673 or 34-251a, may be disregarded based upon on a veil piercing doctrine, claim or remedy, a court shall make such determination exclusively in accordance with the provisions of this section and section 33-673a.
(P.A. 19-181, S. 2.)
History: P.A. 19-181 effective July 9, 2019, and applicable to any civil action filed on or after July 9, 2019.
| (Return to Chapter Table of Contents) |
(Return to List of Chapters) |
(Return to List of Titles) |
Sec. 33-673c. Liability of domestic entity based upon reverse veil piercing doctrine, not permitted. No domestic entity shall be responsible for a debt, obligation or other liability of an interest holder of such entity based upon a reverse veil piercing doctrine, claim or remedy.
(P.A. 19-181, S. 3.)
History: P.A. 19-181 effective July 9, 2019, and applicable to any civil action filed on or after July 9, 2019.
| (Return to Chapter Table of Contents) |
(Return to List of Chapters) |
(Return to List of Titles) |
Sec. 33-890. Administrative dissolution. (a) The Secretary of the State may effect the administrative dissolution of a corporation as provided in this section.
(b) Whenever any corporation is more than one year in default of filing its annual report as required by section 33-953, the Secretary of the State may notify such corporation by first class mail addressed to such corporation at its principal office as last shown on the Secretary's records that under the provisions of this section the corporation is to be administratively dissolved. Unless the corporation, within three months of the mailing of such notice, files such annual report, the Secretary of the State shall prepare and file in the Secretary's office a certificate of administrative dissolution stating that the delinquent corporation has been administratively dissolved by reason of its default.
(c) Whenever it comes to the attention of the Secretary of the State that a corporation has failed to maintain a registered agent or that such registered agent cannot, with reasonable diligence, be found at the address shown in the records of his office, the Secretary of the State may notify such corporation by registered or certified mail addressed to such corporation at its principal office as last shown on his records that under the provisions of this section the corporation is to be administratively dissolved. Unless the corporation within three months of the mailing of such notice files an appointment of registered agent, the Secretary of the State shall prepare and file in his office a certificate of administrative dissolution stating that the delinquent corporation has been administratively dissolved by reason of its default.
(d) Dissolution shall be effective upon the filing by the Secretary of the State in his office of such certificate of administrative dissolution.
(e) After filing the certificate of administrative dissolution, the Secretary of the State shall: (1) Mail a copy thereof to the delinquent corporation, addressed to such corporation at its principal office as last shown on his records; and (2) cause notice of the filing of such certificate of administrative dissolution to be posted on the office of the Secretary of the State's Internet web site for a period of sixty days following the date on which the Secretary of the State files the certificate of administrative dissolution.
(P.A. 94-186, S. 169, 215; P.A. 95-252, S. 30, 36; P.A. 96-271, S. 120, 254; P.A. 14-154, S. 2; P.A. 19-40, S. 8.)
History: P.A. 94-186 effective January 1, 1997; P.A. 95-252 deleted former Subsec. (b) re the administrative dissolution of a corporation that is in default of filing its annual or biennial reports, relettering the remaining Subsecs. accordingly, effective January 1, 1997; P.A. 96-271 made technical changes, effective January 1, 1997; P.A. 14-154 added new Subsec. (b) re administrative dissolution of corporation that is in default of filing annual report, redesignated existing Subsecs. (b) to (d) as Subsecs. (c) to (e) and amended redesignated Subsec. (e) by deleting requirements that certificate of administrative dissolution be sent by registered or certified mail and published in 2 successive issues of the Connecticut Law Journal and by adding requirement that Secretary of the State cause notice of filing of certificate of administrative dissolution to be posted on the office's web site, effective January 1, 2015; P.A. 19-40 amended Subsec. (b) by replacing “registered or certified mail” with “first class mail” and by making technical changes, effective January 1, 2020.
| (Return to Chapter Table of Contents) |
(Return to List of Chapters) |
(Return to List of Titles) |
Sec. 33-911. Formation of specially chartered corporation. Formation of a specially chartered corporation shall, following enactment of its special charter act, be completed in all respects in the same manner as formation of a corporation organized under sections 33-600 to 33-998, inclusive, except that: (1) The incorporators shall be such as are named in such act, if any; (2) no certificate of incorporation shall be filed but in lieu thereof a copy of the special act shall be filed as provided in the case of a certificate of incorporation; and (3) the ninety-day period referred to in subsection (b) of section 33-953 as dating from the filing of the certificate of incorporation shall commence with the date of enactment of the special act.
(P.A. 94-186, S. 180, 215; P.A. 96-271, S. 131, 254; P.A. 19-40, S. 16.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced “articles” of incorporation with “certificate” of incorporation where appearing and replaced “one-year” with “thirty-day” in Subdiv. (3), effective January 1, 1997; P.A. 19-40 amended Subdiv. (3) by replacing reference to 30-day period with reference to 90-day period, effective January 1, 2020.
| (Return to Chapter Table of Contents) |
(Return to List of Chapters) |
(Return to List of Titles) |
Sec. 33-953. Reports. (a) Each domestic corporation, except banks, trust companies, insurance or surety companies, savings and loan associations and public service companies, as defined in section 16-1, and each foreign corporation authorized to transact business in this state, shall file an annual report with the Secretary of the State as prescribed in this section.
(b) The first annual report of a domestic corporation formed prior to January 1, 2020, shall be filed not later than two years after the date on which the corporation filed its certificate of incorporation. The first annual report of a corporation formed on or after January 1, 2020, shall be filed not later than ninety days after the date on which such corporation filed its certificate of incorporation. Subsequent annual reports of a domestic corporation and annual reports of each foreign corporation authorized to transact business in this state shall be filed by electronic transmission on the anniversary date of the filing of the first annual report. Upon request of a corporation, the Secretary of the State may grant an exemption from the requirement to file an annual report by electronic transmission if the corporation does not have the capability to file by electronic transmission or make payment in an authorized manner by electronic means or if other good cause is shown.
(c) Each annual report shall set forth: (1) The name of the corporation; (2) the principal office of the corporation or, in the case of a foreign corporation (A) the address of the principal office of the foreign corporation in the state under the laws of which it is incorporated, (B) the address of the executive offices of the foreign corporation, and (C) the address of the principal office of the foreign corporation in this state, if any; (3) the electronic mail address, if any, of the corporation; (4) the name and address of the registered agent; (5) the names and respective business and residence addresses of the directors and officers of the corporation, except that if good cause is shown, the Secretary of the State may accept business addresses in lieu of business and residence addresses of the directors and officers of the corporation; and (6) such additional information, including the North American Industry Classification System Code, that the Secretary deems pertinent for determining the principal purpose of the corporation. For the purposes of this subsection, a showing of good cause shall include, but not be limited to, a showing that public disclosure of the residence addresses of the corporation's directors and officers may expose the personal security of such directors and officers to significant risk.
(d) Each annual report shall be accompanied by the required filing fee. The report shall be executed as set forth in section 33-608. The Secretary of the State shall deliver to each domestic corporation at its principal office or electronic mail address, as shown by the Secretary's records, and to each foreign corporation authorized to transact business in this state at its executive offices or electronic mail address, as last shown by the Secretary's records, notice that the annual report is due, but failure to receive such notice shall not relieve a corporation of the requirement of filing the report as provided in this section.
(P.A. 94-186, S. 204, 215; P.A. 96-271, S. 145, 254; P.A. 98-137, S. 15, 62; 98-219, S. 33, 34; P.A. 04-240, S. 4; P.A. 11-146, S. 2; P.A. 19-40, S. 1.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to rephrase and restructure provisions, make the filing requirement applicable to each “domestic” corporation and “each foreign corporation authorized to transact business in this state” and replace “building and loan associations” with “savings and loan associations”, amended Subsec. (b) to delete references to first or subsequent “biennial” reports, make the time limit to file the first annual report applicable to “domestic” corporations and require “biennial or annual reports of each foreign corporation authorized to transact business in this state” to be filed at such times as may be provided by regulations, amended Subsec. (c) to require each report of a foreign corporation to set forth the address of the principal office of the corporation in the state under the laws of which it is incorporated, the address of the executive offices of the corporation and the address of the principal office of the corporation in this state, if any, and amended Subsec. (e) to make the requirement that the Secretary of the State mail to each corporation a form applicable to each “domestic” corporation and “each foreign corporation authorized to transact business in this state at its executive offices as last shown by his records”, effective January 1, 1997; P.A. 98-137 amended Subsec. (c) to rephrase and make technical changes to provision re good cause, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 04-240 deleted provisions re biennial reports and made conforming and technical changes; P.A. 11-146 amended Subsec. (b) to require subsequent annual reports of domestic corporations and annual reports of foreign corporations to be filed “by electronic transmission” and add provision re authority of Secretary of the State to grant exemption from electronic filing requirement if corporation does not have capability to file or pay electronically or if other good cause is shown, amended Subsec. (c) to add new Subdiv. (3) re electronic mail address and redesignate existing Subdiv. (3) as Subdiv. (4) and amended Subsec. (e) to require Secretary of the State to “deliver” a “notice that the annual report is due”, rather than “mail” a “form prescribed by him for the annual report”, allow delivery of such notice to corporation's electronic mail address and make a conforming change, effective January 1, 2012; P.A. 19-40 amended Subsec. (b) to add provisions re first annual report of domestic corporation formed prior to January 1, 2020 to be filed not later than 2 years after date on which corporation filed certificate of incorporation, first annual report of corporation formed on or after January 1, 2020 to be filed not later than 90 days after date on which corporation filed certificate of incorporation, and subsequent annual reports to be filed on anniversary date of filing first annual report, and delete provision re Secretary adopting regulations re report filing times, amended Subsec. (c) to delete provision re report setting forth date which complies with Subsec. (d), add new Subdiv. (4) re name and address of registered agent, redesignate existing Subdiv. (4) as Subdiv. (5) and adding Subdiv. (6) re additional information deemed pertinent by Secretary, deleted former Subsec. (d) re dates specified in annual report and redesignated existing Subsec. (e) as Subsec. (d) and made technical and conforming changes, effective January 1, 2020.
| (Return to Chapter Table of Contents) |
(Return to List of Chapters) |
(Return to List of Titles) |