2011 Connecticut Code
Title 33 Corporations
Chapter 601 Business Corporations
Sec. 33-602. Definitions.

      Sec. 33-602. Definitions. As used in sections 33-600 to 33-998, inclusive:

      (1) "Address" means location as described by the full street number, if any, street, city or town, state or country and not a mailing address such as a post office box.

      (2) "Authorized shares" means the shares of all classes a domestic or foreign corporation is authorized to issue.

      (3) "Certificate of incorporation" means the original certificate of incorporation or restated certificate of incorporation, and all amendments thereto, and all certificates of merger or consolidation. In the case of a specially chartered corporation, "certificate of incorporation" means the special charter of the corporation, including any portions of the charters of its predecessor companies which have continuing effect, and any amendments to the charter made by special act or pursuant to general law. In the case of a corporation formed before January 1, 1961, or of a specially chartered corporation, "certificate of incorporation" includes those portions of any other corporate instruments or resolutions of current application in which are set out provisions of the sort which either (A) are required by sections 33-600 to 33-998, inclusive, to be embodied in the certificate of incorporation, or (B) are expressly permitted by sections 33-600 to 33-998, inclusive, to be operative only if included in the certificate of incorporation. It also includes what were, prior to January 1, 1961, designated at law as agreements of association, articles of incorporation, charters and other such terms.

      (4) "Conspicuous" means so written that a reasonable person against whom the writing is to operate should have noticed it. For example, printing in italics or boldface or contrasting color, or typing in capitals or underlined, is conspicuous.

      (5) "Corporation" or "domestic corporation" means a corporation with capital stock, which is not a foreign corporation, incorporated under the laws of this state, whether general law or special act and whether before or after January 1, 1997.

      (6) "Deliver" or "delivery" means any method of delivery used in conventional commercial practice including delivery by hand, mail, commercial delivery and electronic transmission.

      (7) "Distribution" means a direct or indirect transfer of money or other property, except its own shares, or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a declaration or payment of a dividend; a purchase, redemption or other acquisition of shares; a distribution of indebtedness; or otherwise.

      (8) "Document" includes anything delivered to the office of the Secretary of the State for filing under sections 33-600 to 33-998, inclusive.

      (9) "Effective date of notice" is defined in section 33-603.

      (10) "Electronic transmission" or "electronically transmitted" means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval and reproduction of information by the recipient.

      (11) "Employee" includes an officer but not a director. A director may accept duties that make him also an employee.

      (12) "Entity" includes a corporation and foreign corporation; nonprofit corporation; profit and nonprofit unincorporated association; business trust, estate, partnership, limited liability company, trust and two or more persons having a joint or common economic interest; and state, United States or foreign government.

      (13) "Expenses" means reasonable expenses of any kind that are incurred in connection with a matter including, but not limited to, reasonable counsel fees.

      (14) "Facts objectively ascertainable" outside of a plan or filed document is defined in subsection (l) of section 33-608.

      (15) "Foreign corporation" means a corporation incorporated under a law other than the law of this state.

      (16) "Governmental subdivision" includes authority, county, district and municipality.

      (17) "Includes" denotes a partial definition.

      (18) "Individual" includes the estate of an incompetent or deceased individual.

      (19) "Means" denotes an exhaustive definition.

      (20) "Notice" is defined in section 33-603.

      (21) "Person" includes individual and entity.

      (22) "Principal office" of a domestic corporation means the address of the principal office of such corporation in this state, if any, as the same appears in the last annual report, if any, filed by such corporation with the Secretary of the State. If no principal office so appears, the corporation's "principal office" means the address in this state of the corporation's registered agent for service as last shown on the records of the Secretary of the State. In the case of a domestic corporation which has not filed such an annual report or appointment of registered agent for service, the "principal office" means the address of the principal place of business of such corporation in this state, if any, and if such corporation has no place of business in this state, its "principal office" shall be the office of the Secretary of the State.

      (23) "Proceeding" includes civil suit and criminal, administrative and investigatory action.

      (24) "Public corporation" means a corporation that has shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association.

      (25) "Qualified director" is defined in section 33-605.

      (26) "Record date" means the date established under sections 33-665 to 33-687, inclusive, or sections 33-695 to 33-727, inclusive, on which a corporation determines the identity of its shareholders and their shareholdings for purposes of sections 33-600 to 33-998, inclusive. The determinations shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed.

      (27) "Secretary" means the corporate officer to whom under the bylaws or by the board of directors is delegated responsibility under subsection (c) of section 33-763 for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.

      (28) "Secretary of the State" means the Secretary of the State of Connecticut.

      (29) "Shares" means the units into which the proprietary interests in a corporation are divided.

      (30) "Shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

      (31) "Sign" or "signature" includes any manual, facsimile, conformed or electronic signature.

      (32) "State", when referring to a part of the United States, includes a state and commonwealth, and their agencies and governmental subdivisions, and a territory and insular possession, and their agencies and governmental subdivisions, of the United States.

      (33) "Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation.

      (34) "United States" includes any district, authority, bureau, commission, department and other agency of the United States.

      (35) "Voting group" means all shares of one or more classes or series that under the certificate of incorporation or sections 33-600 to 33-998, inclusive, are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the certificate of incorporation or said sections to vote generally on the matter are for that purpose a single voting group.

      (36) "Voting power" means the current power to vote in the election of directors.

      (P.A. 94-186, S. 17, 215; P.A. 95-79, S. 125, 189; P.A. 96-271, S. 2, 254; P.A. 98-137, S. 1, 62; 98-219, S. 33, 34; P.A. 01-199, S. 1-3; P.A. 03-18, S. 2; 03-158, S. 3; P.A. 06-68, S. 1; P.A. 09-55, S. 17.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 95-79 redefined "entity" to include a limited liability company, effective January 1, 1997; P.A. 96-271 replaced definition of "articles of incorporation" with definition of "certificate of incorporation", renumbering definition of "authorized shares" as Subdiv. (2), amended definition of "corporation" to replace "corporation for profit" with "corporation with capital stock", amended definition of "entity" to replace references to "not-for-profit" with "nonprofit", amended definition of "foreign corporation" to delete "for profit" following "corporation" in definitional language, amended definition of "secretary" to replace "to whom the board of directors has delegated" with "to whom under the bylaws or by the board of directors is delegated", amended definition of "transmitted by electronic means" to delete provision that the process of communication be prescribed by the Secretary of the State "as suitable for retention, retrieval and reproduction by the Secretary of the State of the product of that process of communication", and amended definition of "voting group" to replace references to "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997; P.A. 98-137 redefined "deliver", added definitions of "electronic transmission or electronically transmitted" and "sign or signature", deleted definition of "transmitted by electronic means" and renumbered the remaining Subdivs. accordingly, 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 redefined "deliver" to make definition also applicable to term "delivery", redefined "electronic transmission" or "electronically transmitted" to reposition provision re "not directly involving the physical transfer of paper" and redefined "sign" or "signature" to include an electronic signature; P.A. 03-18 added definition of "voting power", effective July 1, 2003; P.A. 03-158 made a technical change in Subdiv. (3), added new Subdiv. (13) re facts objectively ascertainable outside of a plan or filed document and redesignated existing Subdivs. (13) to (31) as Subdivs. (14) to (32); P.A. 06-68 added new Subdivs. (23) and (24) defining "public corporation" and "qualified director" and redesignated existing Subdivs. (23) to (33) as Subdivs. (25) to (35); P.A. 09-55 made definitions applicable to Secs. 33-603a and 33-809, added new Subdiv. (13) defining "expenses" and redesignated existing Subdivs. (13) to (35) as Subdivs. (14) to (36).

      Subdiv. (25):

      Cited. 45 CS 101.