Sec. 33-1181. Administrative dissolution.
Sec. 33-1201. Formation of specially chartered corporation.
Sec. 33-1181. 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 two years in default of filing its annual report as required by section 33-1243, 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. 96-256, S. 124, 209; P.A. 14-154, S. 7; P.A. 19-40, S. 9.)
History: P.A. 96-256 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.
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Sec. 33-1201. 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 33-1000 to 33-1290, 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 33-1243 as dating from the filing of the certificate of incorporation shall commence with the date of enactment of the special act.
(P.A. 96-256, S. 134, 209; P.A. 19-40, S. 17.)
History: P.A. 96-256 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.
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Sec. 33-1243. Reports. (a) Each domestic corporation, except banks, trust companies, insurance or surety companies, savings and loan associations, credit unions, public service companies, as defined in section 16-1, cemetery associations and incorporated church or religious corporations, and each foreign corporation authorized to conduct affairs in this state, and except corporations formed before January 1, 1961, which under the law in effect on December 31, 1960, were not required to file an annual report, 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 conduct affairs 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 and, in the case of a foreign corporation, the state under the laws of which it is incorporated; (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 33-1004. 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 conduct affairs 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. 96-256, S. 159, 209; P.A. 98-137, S. 19, 62; 98-219, S. 33, 34; P.A. 04-240, S. 8; P.A. 11-146, S. 4; P.A. 19-40, S. 2.)
History: P.A. 96-256 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.
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