Sec. 33-882. Certificate of dissolution.
Sec. 33-882. Certificate of dissolution. (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of the State for filing
a certificate of dissolution setting forth: (1) The name of the corporation; (2) the date
dissolution was authorized; and (3) if dissolution was approved by the shareholders, a
statement that the proposal to dissolve was duly approved by the shareholders in the
manner required by sections 33-600 to 33-998, inclusive, and by the certificate of incorporation.
(b) A corporation is dissolved upon the effective date of its certificate of dissolution.
(c) For the purposes of sections 33-880 to 33-903, inclusive, "dissolved corporation" means a corporation whose certificate of dissolution has become effective and
includes a successor entity to which the remaining assets of the corporation are transferred subject to the corporation's liabilities for purposes of liquidation.
(P.A. 94-186, S. 163, 215; P.A. 96-271, S. 115, 254; P.A. 97-246, S. 25, 99; P.A. 03-18, S. 27.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of dissolution with "certificate" of
dissolution where appearing, effective January 1, 1997; P.A. 97-246 amended Subsec. (b) to replace "plan to dissolve"
with "proposal for dissolution", effective June 27, 1997; P.A. 03-18 amended Subsec. (a) by making a technical change
and, in Subdiv. (3), replacing former Subparas. (A) and (B) with provision re statement that proposal to dissolve was duly
approved by the shareholders, deleted former Subsec. (b) re information provided to voting groups, redesignated existing
Subsec. (c) as new Subsec. (b) and added new Subsec. (c) defining "dissolved corporation", effective July 1, 2003.
Annotations to former section 33-118:
Right of corporation voluntarily to terminate business. 69 C. 521. Powers of directors in dissolution. 81 C. 466; 91 C.
272; 96 C. 73, 80; See 78 C. 577. Power of court to revive corporation to enable it to sue on claim owned by it. 82 C. 333.
Effect of dissolution. Id., 423; 90 C. 342; 108 C. 440. Stockholder's rights in assets before and on dissolution. 90 C. 345.
Dissolution may not be utilized wrongfully to defeat cause of action against corporation. 108 C. 440. Fact that corporation
is in voluntary dissolution did not prevent appointment of receiver under former section 33-115. 127 C. 33. Cited. Id., 36.
Voluntary dissolution is not a proceeding in superior court. 7 CS 118. Cited. 11 CS 374. If the officer taking the
acknowledgment does not execute a certificate to that effect, the acknowledgment is defective. 15 CS 423.
Annotation to former section 33-123:
Cited. 11 CS 374.
Annotations to former section 33-376:
Subsec. (c):
See annotations to former section 33-118, above.
Subsec. (d):
See annotation to former section 33-123, above.