There is a newer version of the Connecticut General Statutes
2012 Connecticut General Statutes
Title 33 - Corporations
Chapter 599 - Stock Corporations (Repealed)
PART IGENERAL PROVISIONSPART II
CORPORATE FORMATION AND POWERSPART III
STATE ADMINISTRATION
- Section 33-296 to 33-302 - Statutory agent for service. Service of process on statutory agent. Annual and biennial reports. Failure to file report; incorrect report. Secretary may prescribe forms for documents to be filed; mailing of matter to corporations. Attorney General may bring action for illegal exercise of corporate powers. Interrogatories by secretary.
- Section 33-303 - Remission of late filing fee.
- Section 33-304 and 33-305 - Fees payable to secretary; sales tax not imposed. Franchise tax.
CORPORATE ADMINISTRATION
- Section 33-306 to 33-310 - Bylaws. Imposition of restrictions on share transfers. Books and records. Waivers of notice. Notice to director or shareholder outside the United States. Closing of share transfer books and fixing record dates.
- Section 33-311 - Recognition by corporation of voting and other rights of shareholders.
- Section 33-311a and 33-312 - Rights and duties of corporation with respect to recordholders and owners of securities. Corporate power to require surrender of share certificates.
DIRECTORS AND OFFICERS
- Section 33-313 to 33-319a - Board of directors. Number, election, classification, term, qualification. Proceeding to determine validity of election or appointment of directors or officers. Directors’ meetings, notice, quorum, action. Vacancies, removal, replacement. Directors’ committee; audit committee. Officers. Filing of notice that director or officer has ceased to be in office or has been appointed or elected to office.
- Section 33-320 - Indemnification of directors, officers and employees.
- Section 33-320a to 33-323 - Indemnification of shareholders, officers, employees and certain other parties by a corporation. Liability of directors in certain cases. Jurisdiction over and service on nonresident director. Corporate transactions with others.
SHAREHOLDERS’ MEETINGS, VOTING AND INSPECTION RIGHTS
- Section 33-324 to 33-334 - Voting rights; outstanding shares. Cumulative voting. Meetings of shareholders; time, place, call. Notice of meetings. Quorum of shareholders. Action by shareholders; voting requirements. Shareholders’ action without meeting. Irregular shareholders’ meetings. Failure to hold annual meeting. Voting list; inspection rights. Inspection of balance sheets, profit and loss statements, books and records. Failure to permit inspection.
- Section 33-335 and 33-335a - Disclosure of stock ownership. Disclosure of beneficial or true owner of shares.
- Section 33-336 to 33-339 - Proxies. Irrevocable proxies. Voting trusts. Voting agreements.
SHARES AND ISSUANCE OF SHARESPART VIII
DISTRIBUTIONS TO SHAREHOLDERSPART IX
FUNDAMENTAL CHANGES
- Section 33-360 to 33-374f - Stock corporations: Fundamental changes.
- Section 33-374g - Connecticut Partnership Compact.
DISSOLUTION AND WINDING UP
- Section 33-375 to 33-388 - Stock corporations: Dissolution and winding up.
- Section 33-389 - State Treasurer to hold assets distributable to creditor or shareholder unknown or who cannot be found.
SPECIALLY CHARTERED CORPORATIONSPART XII
FOREIGN CORPORATIONS
- Section 33-395 to 33-402 - Restrictions on foreign corporations. Authority to transact business. Acquisition and conveyance of property; acts which do not constitute transacting business. Requirements for corporate name. Application for certificate of authority. Appointment of attorney for process. Powers of corporation on issuance of authority. Amended certificate of authority.
- Section 33-403 and 33-404 - Amendment of certificate of incorporation. Filing of certificate of merger.
- Section 33-405 to 33-412 - License fee. Annual or biennial reports. Failure to file annual report. Certificate of withdrawal. Revocation of certificate of authority. Effect of certificate of withdrawal or revocation. Service of process on foreign corporation. Rights and liabilities of corporation transacting business without authority.
- Section 33-412a - Limited amnesty for foreign corporations transacting business without authority.
MISCELLANEOUS PROVISIONS
- Section 33-413 to 33-418 - Stock corporations: Miscellaneous provisions.
- Section 33-418a to 33-418e - Reserved for future use.
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