2011 Connecticut Code
Title 33 Corporations
Chapter 601 Business Corporations
Sec. 33-865. Payment.

      Sec. 33-865. Payment. (a) Except as provided in section 33-867, within thirty days after the form required by subparagraph (B) of subdivision (2) of subsection (b) of section 33-862 is due, the corporation shall pay in cash to those shareholders who complied with subsection (a) of section 33-863 the amount the corporation estimates to be the fair value of their shares, plus interest.

      (b) The payment to each shareholder pursuant to subsection (a) of this section shall be accompanied by:

      (1) (A) The annual financial statements specified in subsection (a) of section 33-951 of the corporation that issued the shares to be appraised, which shall be as of a date ending not more than sixteen months before the date of payment and shall comply with subsection (b) of section 33-951, except that, if such annual financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information, and (B) the latest available quarterly financial statements of such corporation, if any;

      (2) A statement of the corporation's estimate of the fair value of the shares which estimate must equal or exceed the corporation's estimate given pursuant to subparagraph (C) of subdivision (2) of subsection (b) of section 33-862; and

      (3) A statement that shareholders described in subsection (a) of this section have the right to demand further payment under section 33-868 and that if any such shareholder does not do so within the time period specified therein, such shareholder shall be deemed to have accepted such payment in full satisfaction of the corporation's obligations under sections 33-855 to 33-872.

      (P.A. 94-186, S. 155, 215; P.A. 98-137, S. 9, 62; 98-219, S. 33, 34; P.A. 01-199, S. 22; P.A. 10-35, S. 2.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 98-137 amended Subsec. (b) to replace in Subdiv. (4) reference to Sec. 33-860 with Sec. 33-868, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 01-199 amended Subsec. (a) to rephrase provisions, require payment within 30 days after the form required by Sec. 33-862(b)(2)(B) is due rather than "as soon as the proposed corporate action is taken or upon receipt of a payment demand", require the payment to be "in cash" and make technical changes including changes for purposes of gender neutrality and amended Subsec. (b) to rephrase provisions, add in Subdiv. (2) the requirement that the estimate equal or exceed the corporation's estimate given pursuant to Sec. 33-862(b)(2)(C), delete former Subdiv. (3) re an explanation of how the interest was calculated, redesignate former Subdiv. (4) as Subdiv. (3) and amend to rephrase provisions and add provision that if a shareholder fails to demand further payment within the specified time period such shareholder shall be deemed to have accepted such payment in full satisfaction of the corporation's obligations and delete former Subdiv. (5) re a copy of Secs. 33-855 to 33-872, inclusive; P.A. 10-35 made a technical change in Subsec. (a) and amended Subsec. (b)(1) by inserting Subpara. designators (A) and (B), referencing statements specified in Sec. 33-951(a) as of a date, rather than fiscal year, ending not more than 16 months before date of payment, replacing requirement re income statement and statement of changes in shareholders' equity with requirement that statement comply with Sec. 33-951(b) unless annual financial statements are not reasonably available, in which case corporation shall provide reasonably equivalent financial information, and adding provision re latest available quarterly financial statements, if any.