2009 Connecticut Code
Title 33 Corporations
Chapter 601 Business Corporations
Sec. 33-886. Known claims against dissolved corporation.

      Sec. 33-886. Known claims against dissolved corporation. (a) A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after the effective date of the dissolution.

      (b) The written notice shall: (1) Describe information that must be included in a claim; (2) provide a mailing address where a claim may be sent; (3) state the deadline, which may not be fewer than one hundred twenty days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and (4) state that the claim will be barred if not received by the deadline.

      (c) A claim against the dissolved corporation is barred: (1) If a claimant who was given written notice under subsection (b) of this section does not deliver the claim to the dissolved corporation by the deadline; or (2) if a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice.

      (d) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of the dissolution.

      (P.A. 94-186, S. 167, 215; P.A. 96-271, S. 118, 254; P.A. 03-18, S. 29.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 added Subsec. (e) re extension of any applicable period of limitation, effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by replacing "following the procedure described in this section" with "notifying its known claimants in writing of the dissolution at any time after the effective date of the dissolution", amended Subsec. (b) by deleting provision re notice to known claimants, made technical changes in Subsecs. (c) and (d) and deleted former Subsec. (e) re nothing in section to extend any applicable limitation period, effective July 1, 2003.

      Annotations to former section 33-119:

      Purchaser from directors who are trustees in dissolution is bound to know limitations on power of directors in stockholders' vote to dissolve. 91 C. 272. Parol evidence to contradict recital in deed that directors were "duly authorized." Id., 276. Such trustees are not receivers and their custody of assets is not that of the law. 96 C. 76. Cited. 113 C. 455. Cited. 116 C. 587. Trustees are chargeable with value of property shown by inventory, with credit later for losses incurred on sale while acting reasonably and in good faith. 121 C. 82. Trustees charged with misappropriation or with acting in excess of powers may be held jointly and severally liable. Id., 83. Are liable to extent other creditors are injured by payment to one creditor of more than his pro rata share of assets. Id., 86.

      Cited. 11 CS 374; 15 CS 45.

      Annotations to former section 33-121:

      Such trustees are not receivers, and federal collector of internal revenue cannot be enjoined from interfering with property. 96 C. 83. Scope of this section discussed. 108 C. 440.

      Annotations to former section 33-122:

      Creditor may bring action without securing court's permission. 96 C. 83.

      Broad enough to permit a creditor to bring a direct action against a corporation in voluntary dissolution without first presenting a claim to its directors. 11 CS 374. Cited. 15 CS 423.

      Annotations to former section 33-379:

      Cited. 212 C. 282. Cited. 219 C. 787.

      Subsec. (d):

      Subdiv. (3): See annotations to former section 33-121, above.