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Chapter 601

• Sec. 33-600. Short title: Connecticut Business Corporation Act.
• Sec. 33-601. Construction of statutes.
• Sec. 33-602. Definitions.
• Sec. 33-603. Notice.
• Sec. 33-604. Number of shareholders.
• Sec. 33-605. Qualified director.
• Secs. 33-606 and 33-607.
• Sec. 33-608. Filing requirements.
• Sec. 33-609. Forms. Mailing address.
• Sec. 33-610. Effective time and date of document.
• Sec. 33-611. Correcting filed document.
• Sec. 33-612. Filing duty of Secretary of the State.
• Sec. 33-613. Appeal from Secretary of the State's refusal to file document.
• Sec. 33-614. Evidentiary effect of copy of filed document.
• Sec. 33-615. Certificate of existence or authorization.
• Sec. 33-616. Penalty for signing false document.
• Sec. 33-617. Fees payable to Secretary of the State.
• Sec. 33-618. Franchise tax.
• Secs. 33-619 to 33-621.
• Sec. 33-622. Powers of Secretary of the State.
• Sec. 33-623. Regulations regarding electronic filing.
• Sec. 33-624. Interrogatories by Secretary of the State.
• Secs. 33-625 to 33-634.
• Sec. 33-635. Incorporators.
• Sec. 33-636. Certificate of incorporation.
• Sec. 33-637. Incorporation.
• Sec. 33-638. Liability for preincorporation transactions.
• Sec. 33-639. Organization of corporation.
• Sec. 33-640. Bylaws.
• Sec. 33-641. Emergency bylaws.
• Secs. 33-642 to 33-644.
• Sec. 33-645. Purposes.
• Sec. 33-646. Authorization to form corporation to transact insurance business.
• Sec. 33-647. General powers.
• Sec. 33-648. Emergency powers.
• Sec. 33-649. Ultra vires.
• Secs. 33-650 to 33-654.
• Sec. 33-655. Corporate name.
• Sec. 33-656. Reserved name.
• Sec. 33-657. Registered name.
• Secs. 33-658 and 33-659.
• Sec. 33-660. Registered office and registered agent.
• Sec. 33-661. Change of registered office or registered agent.
• Sec. 33-662. Resignation of registered agent.
• Sec. 33-663. Service of process on corporation.
• Sec. 33-664.
• Sec. 33-665. Authorized shares.
• Sec. 33-666. Terms of class or series of shares.
• Sec. 33-667. Issued and outstanding shares.
• Sec. 33-668. Fractional shares.
• Secs. 33-669 and 33-670.
• Sec. 33-671. Subscription for shares before incorporation.
• Sec. 33-672. Issuance of shares.
• Sec. 33-673. Liability of shareholders.
• Sec. 33-674. Share dividends.
• Sec. 33-675. Share options.
• Sec. 33-676. Form and content of certificates.
• Sec. 33-677. Shares without certificates.
• Sec. 33-678. Restriction on transfer of shares and other securities.
• Sec. 33-679. Expense of issue.
• Sec. 33-680. Surrender of share certificates.
• Secs. 33-681 and 33-682.
• Sec. 33-683. Shareholder's preemptive rights.
• Sec. 33-684. Corporation's acquisition of its own shares.
• Secs. 33-685 and 33-686.
• Sec. 33-687. Distributions to shareholders.
• Secs. 33-688 to 33-694.
• Sec. 33-695. Annual meeting.
• Sec. 33-696. Special meeting.
• Sec. 33-697. Court-ordered meeting.
• Sec. 33-698. Action without meeting.
• Sec. 33-699. Notice of meeting.
• Sec. 33-700. Waiver of notice.
• Sec. 33-701. Record date.
• Sec. 33-702. Chairperson to preside.
• Sec. 33-703.
• Sec. 33-704. Shareholders' list for meeting.
• Sec. 33-705. Voting entitlement of shares.
• Sec. 33-706. Proxies.
• Sec. 33-707. Shares held by nominees.
• Sec. 33-708. Corporation's acceptance or rejection of votes.
• Sec. 33-709. Quorum and voting requirements for voting groups.
• Sec. 33-710. Action by single and multiple voting groups.
• Sec. 33-711. Greater quorum or voting requirement.
• Sec. 33-712. Voting for directors. Cumulative voting.
• Sec. 33-713. Inspectors.
• Sec. 33-714.
• Sec. 33-715. Voting trust.
• Sec. 33-716. Voting agreement.
• Sec. 33-717. Shareholder agreement.
• Secs. 33-718 and 33-719.
• Sec. 33-720. Derivative proceedings. Definitions.
• Sec. 33-721. Standing.
• Sec. 33-722. Demand.
• Sec. 33-723. Stay of proceedings.
• Sec. 33-724. Dismissal.
• Sec. 33-725. Discontinuance or settlement.
• Sec. 33-726. Payment of expenses.
• Sec. 33-727. Applicability to foreign corporations.
• Secs. 33-728 to 33-734.
• Sec. 33-735. Requirements for and duties of board of directors.
• Sec. 33-736. Qualifications of directors.
• Sec. 33-737. Number and election of directors.
• Sec. 33-738. Election of directors by certain classes of shareholders.
• Sec. 33-739. Terms of directors generally.
• Sec. 33-740. Staggered terms for directors.
• Sec. 33-741. Resignation of directors.
• Sec. 33-742. Removal of directors by shareholders.
• Sec. 33-743. Removal of directors by judicial proceeding.
• Sec. 33-744. Vacancy on board of directors.
• Sec. 33-745. Compensation of directors.
• Secs. 33-746 and 33-747.
• Sec. 33-748. Meetings.
• Sec. 33-749. Action without meeting.
• Sec. 33-750. Notice of meeting.
• Sec. 33-751. Waiver of notice.
• Sec. 33-752. Quorum and voting.
• Sec. 33-753. Committees.
• Secs. 33-754 and 33-755.
• Sec. 33-756. General standards for directors.
• Sec. 33-757. Liability for unlawful distribution.
• Secs. 33-758 to 33-762.
• Sec. 33-763. Officers.
• Sec. 33-764. Functions of officers.
• Sec. 33-765. Standards of conduct for officers.
• Sec. 33-766. Resignation and removal of officers.
• Sec. 33-767. Contract rights of officers.
• Secs. 33-768 and 33-769.
• Sec. 33-770. Definitions.
• Sec. 33-771. Permissible indemnification.
• Sec. 33-772. Mandatory indemnification.
• Sec. 33-773. Advance for expenses.
• Sec. 33-774. Court-ordered indemnification and advance for expenses.
• Sec. 33-775. Determination and authorization of indemnification.
• Sec. 33-776. Indemnification of and advance for expenses to officers, employees and agents.
• Sec. 33-777. Insurance.
• Sec. 33-778. Variation by corporate action.
• Sec. 33-779. Exclusivity of provisions.
• Sec. 33-780.
• Sec. 33-781. Definitions.
• Sec. 33-782. Judicial action.
• Sec. 33-783. Directors' action.
• Sec. 33-784. Shareholders' action.
• Sec. 33-785. Taking advantage of a business opportunity.
• Secs. 33-786 to 33-794.
• Sec. 33-795. Authority to amend.
• Sec. 33-796. Amendment by board of directors.
• Sec. 33-797. Amendment by board of directors and shareholders.
• Sec. 33-798. Voting on amendments by voting groups.
• Sec. 33-799. Amendment before issuance of shares.
• Sec. 33-800. Certificate of amendment.
• Sec. 33-801. Restated certificate of incorporation.
• Sec. 33-802. Amendment pursuant to reorganization.
• Sec. 33-803. Effect of amendment.
• Secs. 33-804 and 33-805.
• Sec. 33-806. Amendment by shareholders or board of directors.
• Sec. 33-807. Bylaw increasing quorum or voting requirement for shareholders.
• Sec. 33-808. Bylaw increasing quorum or voting requirement for directors.
• Secs. 33-809 to 33-813.
• Sec. 33-814. Definitions.
• Sec. 33-815. Merger.
• Sec. 33-816. Share exchange.
• Sec. 33-817. Action on plan of merger or share exchange.
• Sec. 33-818. Merger of subsidiary.
• Sec. 33-819. Certificate of merger or share exchange.
• Sec. 33-820. Effect of merger or share exchange.
• Sec. 33-821. Merger or share exchange with foreign corporation.
• Sec. 33-821a. Abandoned merger or share exchange.
• Secs. 33-822 to 33-829.
• Sec. 33-830. Sale or other disposition of assets in regular course of business. Mortgage or other encumbrance, transfer or distribution of assets.
• Sec. 33-831. Sale or other disposition of assets leaving no significant continuing business activity.
• Secs. 33-832 to 33-839.
• Sec. 33-840. Business combinations. Definitions.
• Sec. 33-841. Approval of business combination.
• Sec. 33-842. Exceptions.
• Sec. 33-843. Business combinations. Definitions.
• Sec. 33-844. Business combination with interested shareholder prohibited for five years unless approved by board of directors.
• Sec. 33-845. Excepted business combinations.
• Secs. 33-846 to 33-854.
• Sec. 33-855. Definitions.
• Sec. 33-856. Right to appraisal.
• Sec. 33-857. Assertion of rights by nominees and beneficial owners.
• Secs. 33-858 and 33-859.
• Sec. 33-860. Notice of appraisal rights.
• Sec. 33-861. Notice of intent to demand payment.
• Sec. 33-862. Appraisal notice and form.
• Sec. 33-863. Perfection of rights. Right to withdraw.
• Sec. 33-864. Share restrictions.
• Sec. 33-865. Payment.
• Sec. 33-866. Failure to take action.
• Sec. 33-867. After-acquired shares.
• Sec. 33-868. Procedure if shareholder dissatisfied with payment or offer.
• Secs. 33-869 and 33-870.
• Sec. 33-871. Court action.
• Sec. 33-872. Court costs and counsel fees.
• Secs. 33-873 to 33-879.
• Sec. 33-880. Dissolution by incorporators or initial directors.
• Sec. 33-881. Dissolution by board of directors and shareholders.
• Sec. 33-882. Certificate of dissolution.
• Sec. 33-883. Revocation of dissolution.
• Sec. 33-884. Effect of dissolution.
• Sec. 33-885. Requirements prior to final liquidating distribution of assets.
• Sec. 33-886. Known claims against dissolved corporation.
• Sec. 33-887. Unknown claims against dissolved corporation.
• Sec. 33-887a. Proceeding for determination of security for payment of contingent or unknown claims or claims arising after dissolution.
• Sec. 33-887b. Duties of directors of dissolved corporation.
• Secs. 33-888 and 33-889.
• Sec. 33-890. Administrative dissolution.
• Sec. 33-891. Effect of administrative dissolution.
• Sec. 33-892. Reinstatement following administrative dissolution.
• Sec. 33-893. Appeal from refusal of reinstatement.
• Secs. 33-894 and 33-895.
• Sec. 33-896. Grounds for judicial dissolution.
• Sec. 33-897. Procedure for judicial dissolution.
• Sec. 33-898. Receivership or custodianship.
• Sec. 33-899. Decree of dissolution.
• Sec. 33-900. Election to purchase in lieu of dissolution.
• Secs. 33-901 and 33-902.
• Sec. 33-903. Deposit of assets with State Treasurer or other state official.
• Secs. 33-904 to 33-909.
• Sec. 33-910. Provisions applicable to specially chartered corporations.
• Sec. 33-911. Formation of specially chartered corporation.
• Sec. 33-912. Amendment of special charter.
• Sec. 33-913. Surrender of charter and reincorporation.
• Sec. 33-914. Franchise tax.
• Secs. 33-915 to 33-919.
• Sec. 33-920. Authority to transact business required.
• Sec. 33-921. Consequences of transacting business without authority.
• Sec. 33-921a. Limited amnesty for foreign corporation transacting business without authority.
• Sec. 33-922. Application for certificate of authority.
• Sec. 33-923. Amended certificate of authority.
• Sec. 33-924. Effect of certificate of authority.
• Sec. 33-925. Corporate name of foreign corporation.
• Sec. 33-926. Registered office and registered agent of foreign corporation.
• Sec. 33-927. Change of registered office or registered agent of foreign corporation.
• Sec. 33-928. Resignation of registered agent of foreign corporation.
• Sec. 33-929. Service of process on foreign corporation.
• Secs. 33-930 and 33-931.
• Sec. 33-932. Withdrawal of foreign corporation.
• Secs. 33-933 and 33-934.
• Sec. 33-935. Grounds for revocation.
• Sec. 33-936. Procedure for and effect of revocation.
• Sec. 33-937. Appeal from revocation.
• Secs. 33-938 to 33-944.
• Sec. 33-945. Corporate records.
• Sec. 33-946. Inspection of records by shareholders.
• Sec. 33-947. Scope of inspection right.
• Sec. 33-948. Court-ordered inspection.
• Sec. 33-949. Inspection of records by directors.
• Sec. 33-950. Exception to notice requirement.
• Sec. 33-951. Financial statements for shareholders.
• Sec. 33-952. Other reports to shareholders.
• Sec. 33-953. Reports.
• Sec. 33-954. Failure to file report. Incorrect report.
• Sec. 33-955. Interim notice of change of director or officer.
• Secs. 33-956 to 33-994.
• Sec. 33-995. Applicability to domestic corporations in existence on January 1, 1997.
• Sec. 33-996. Applicability to qualified foreign corporations.
• Sec. 33-997. Saving provisions.
• Sec. 33-997a. Reservation of power to amend or repeal.
• Sec. 33-998. Severability.
• Sec. 33-999.