CHAPTER 602*
NONSTOCK CORPORATIONS

PART I
GENERAL PROVISIONS

      Sec. 33-1000. Short title: Connecticut Revised Nonstock Corporation Act. Sections 33-1000 to 33-1290, inclusive, shall be known and may be cited as the "Connecticut Revised Nonstock Corporation Act".

      (P.A. 96-256, S. 1, 209.)

      History: P.A. 96-256 effective January 1, 1997.

      Sec. 33-1001. Construction of statutes. (a) Sections 33-1000 to 33-1290, inclusive, shall be so construed as to provide for a general corporate form for the conduct of lawful activities with such variations and modifications from the form so provided as the interested parties may agree upon, subject to the interests of the state and third parties. Whether or not a section of said sections contains the words "unless the certificate of incorporation or bylaws otherwise provide", or words of similar import, no provision of a certificate of incorporation or bylaw shall be held invalid on the ground that it is inconsistent with such section unless such section expressly prohibits variations therefrom, or prescribes minimum or maximum numerical requirements, or a substantial interest of the state or third parties is adversely affected thereby.

      (b) If the certificate of incorporation, in effect on January 1, 1997, of a corporation without capital stock formed under the laws of this state, whether general law or special act, prior to said date, contains any provision contrary to, inconsistent with or in addition to any provision of sections 33-1000 to 33-1290, inclusive, but which provision was permitted to be contained in such certificate pursuant to the provisions of applicable law as in effect prior to January 1, 1997, the provisions contained in such certificate shall govern such corporation and the provisions of said sections shall not be held or construed to alter or affect any provision of the certificate of incorporation of such corporation inconsistent herewith, except as provided in sections 33-1181, 33-1203, 33-1243 and 33-1244.

      (P.A. 96-256, S. 2, 209.)

      History: P.A. 96-256 effective January 1, 1997.

      Annotations to former section 33-420:

      Cited. 213 C. 184. Cited. 235 C. 572.

      Sec. 33-1002. Definitions. As used in sections 33-1000 to 33-1290, 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) "Board" or "board of directors" means the group of persons vested with management of the affairs of the corporation irrespective of the name by which such group is designated.

      (3) "Business corporation" means a corporation with capital stock or shares, incorporated under the laws of this state, whether general law or special act and whether before or after January 1, 1997.

      (4) "Bylaws" means the code or codes of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated.

      (5) "Certificate of incorporation" means the original certificate of incorporation or restated certificate of incorporation, all amendments thereto, and all certificates of merger or consolidation. In the case of a specially chartered corporation, the "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, the "certificate of incorporation" includes those portions of any other corporate instruments or resolutions of current application in which are set out provisions of a sort which either (A) are required by sections 33-1000 to 33-1290, inclusive, to be embodied in the certificate of incorporation, or (B) are expressly permitted by said sections 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.

      (6) "Class" means all members that under the certificate of incorporation or sections 33-1000 to 33-1290, inclusive, are entitled to vote and be counted together collectively on a matter at a meeting of members. All members entitled by the certificate of incorporation or said sections to vote generally on the matter are for that purpose a single class.

      (7) "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.

      (8) "Corporation" or "domestic corporation" means a corporation without capital stock or shares, 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, but shall not include towns, cities, boroughs or any municipal corporation or department thereof.

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

      (10) "Distribution" means a direct or indirect transfer of money or other property, or incurrence of indebtedness by a corporation to or for the benefit of its members in respect of any of its membership interests, or to or for the benefit of its officers or directors, provided the payment of reasonable compensation for services rendered, the reimbursement of reasonable expenses, the granting of benefits to members in conformity with the corporation's nonprofit purposes and the making of distributions upon dissolution or final liquidation as provided by sections 33-1000 to 33-1290, inclusive, shall not be deemed a distribution.

      (11) "Document" includes anything delivered to the office of the Secretary of the State for filing under sections 33-1000 to 33-1290, inclusive.

      (12) "Effective date of notice" is defined in section 33-1003.

      (13) "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.

      (14) "Entity" includes a corporation and foreign corporation; business corporation and foreign business 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.

      (15) "Foreign corporation" means any nonprofit corporation with or without capital stock which is not organized under the laws 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) "Member" means a person having membership rights in a corporation in accordance with the provisions of its certificate of incorporation or bylaws.

      (21) A corporation is "nonprofit" if no distribution may be made to its members, directors or officers.

      (22) "Notice" is defined in section 33-1003.

      (23) "Person" includes individual and entity.

      (24) "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 affairs of such corporation in this state, if any, and if such corporation has no place of affairs in this state, its "principal office" shall be the office of the Secretary of the State.

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

      (26) "Qualified director" is defined in section 33-1003a.

      (27) "Record date" means the date established under sections 33-1055 to 33-1077, inclusive, on which a corporation determines the identity of its members and their interests for purposes of sections 33-1000 to 33-1290, 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.

      (28) "Secretary" means the corporate officer to whom under the bylaws or by the board of directors is delegated responsibility under subsection (c) of section 33-1109 for custody of the minutes of the meetings of the board of directors and of the members and for authenticating records of the corporation.

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

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

      (31) "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.

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

      (P.A. 96-256, S. 3, 209; P.A. 98-137, S. 36, 62; 98-219, S. 33, 34; P.A. 01-199, S. 30-32; P.A. 06-68, S. 16.)

      History: P.A. 96-256 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. 06-68 made a technical change in Subdiv. (5), added new Subdiv. (26) defining "qualified director" and redesignated existing Subdivs. (26) to (31) as Subdivs. (27) to (32).

      Annotations to former section 33-421:

      Subsec. (b):

      Cited. 235 C. 572.

      Subsec. (e):

      Cited. 179 C. 541.

      Subsec. (f):

      Cited. 201 C. 421. Cited. 235 C. 572.

      Subsec. (g):

      Cited. 235 C. 572.

      Sec. 33-1003. Notice. (a) Notice under sections 33-1000 to 33-1290, inclusive, shall be in writing unless oral notice is reasonable under the circumstances. Notice by electronic transmission is written notice.

      (b) Notice may be communicated in person, by mail or other method of delivery, or by telephone, voice mail or other electronic means. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published, or by radio, television or other form of public broadcast communication.

      (c) Written notice by a domestic or foreign corporation to its member, if in a comprehensible form, is effective (1) upon deposit in the United States mail, as evidenced by the postmark, if mailed postage prepaid and correctly addressed to the member's address shown in the corporation's current record of members, or (2) when electronically transmitted to the member in a manner authorized by the member.

      (d) Written notice to a domestic or foreign corporation authorized to conduct affairs in this state may be addressed to its registered agent at its registered office or to the corporation or its secretary at its principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority.

      (e) Except as provided in subsection (c), written notice, if in a comprehensible form, is effective at the earliest of the following: (1) When received; (2) five days after its deposit in the United States mail, if mailed postage prepaid and correctly addressed; or (3) on the date shown on the return receipt, if sent by registered or certified mail or a commercial delivery service, return receipt requested, and the receipt is signed by or on behalf of the addressee.

      (f) Oral notice is effective when communicated if communicated in a comprehensible manner.

      (g) If sections 33-1000 to 33-1290, inclusive, prescribe notice requirements for particular circumstances, those requirements govern. If a certificate of incorporation or bylaw prescribes notice requirements, not inconsistent with this section or other provisions of said sections, those requirements govern.

      (h) In computing the period of time of any notice required or permitted to be given by sections 33-1000 to 33-1290, inclusive, or under the provisions of the certificate of incorporation or bylaws of a corporation or of a resolution of members or directors, the day on which the notice is given shall be excluded, and the day on which the matter noticed is to occur shall be included, in the absence of a contrary provision.

      (P.A. 96-256, S. 4, 209; P.A. 97-246, S. 41, 42, 99; P.A. 98-137, S. 37, 62; 98-219, S. 33, 34; P.A. 01-199, S. 33.)

      History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 replaced "postpaid" with "postage prepaid" in Subsecs. (c) and (e), and amended Subsec. (e) to rephrase Subdiv. (3) re date shown on receipt signed by or on behalf of addressee, effective June 27, 1997; P.A. 98-137 amended Subsec. (a) to replace "Notice transmitted or received electronically is in writing and is written notice if it is accomplished in a manner that is suitable for retention, retrieval and reproduction of the notice by the recipient" with "Written notice includes notice by electronic transmission", amended Subsec. (b) to authorize notice "by mail or other method of delivery, or by telephone, voice mail or other electronic means" rather than "by telephone, telegraph, teletype or other form of wire or wireless communication, or by mail or private carrier", amended Subsec. (c) to replace in Subdiv. (2) "when transmitted by facsimile or other electronic means if transmitted to the member in the manner authorized by the member for purposes of facsimile or electronic transmission, as the case may be" with "when electronically transmitted to the member in a manner authorized by the member", amended Subsec. (e) to delete in Subdiv. (2) "as evidenced by the postmark" and to replace in Subdiv. (3) "on the date shown on any receipt signed by or on behalf of the addressee obtained by a commercial delivery service or by the United States mail if sent by registered or certified mail, return receipt requested" with "on the date shown on the return receipt, if sent by registered or certified mail or a commercial delivery service, return receipt requested, and the receipt is signed by or on behalf of the addressee" and amended Subsec. (g) to make technical changes, 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 replace "Written notice includes notice by electronic transmission" with "Notice by electronic transmission is written notice".

      See Sec. 1-2a re construing of references to "United States mail" or "postmark" to include references to any delivery service designated by the Secretary of the Treasury pursuant to Section 7502 of the Internal Revenue Code of 1986 or any successor to the code, as amended, and to any date recorded or marked as described in said Section 7502 by a designated delivery service and construing of "registered or certified mail" to include any equivalent designated by the Secretary of the Treasury pursuant to said Section 7502.

      Sec. 33-1003a. Qualified director. (a) For purposes of sections 33-1000 to 33-1290, inclusive, a qualified director is a director who, at the time action is to be taken under:

      (1) Section 33-1119 or 33-1121, (A) is not a party to the proceeding, (B) is not a director who sought approval for a director's conflicting interest transaction under section 33-1129 or a disclaimer of the corporation's interest in a business opportunity under section 33-1131, which approval or disclaimer is challenged in the proceeding, and (C) does not have a material relationship with a director described in either subparagraph (A) or (B) of this subdivision;

      (2) Section 33-1129, is not a director (A) as to whom the transaction is a director's conflicting interest transaction, or (B) who has a material relationship with another director as to whom the transaction is a director's conflicting interest transaction; or

      (3) Section 33-1131, would be a qualified director under subdivision (2) of this subsection if the business opportunity were a director's conflicting interest transaction.

      (b) For purposes of this section:

      (1) "Material relationship" means a familial, financial, professional or employment relationship that would reasonably be expected to impair the objectivity of the director's judgment when participating in the action to be taken; and

      (2) "Material interest" means an actual or potential benefit or detriment, other than one which would devolve on the corporation or the members or directors generally, that would reasonably be expected to impair the objectivity of the director's judgment when participating in the action to be taken.

      (c) The presence of one or more of the following circumstances shall not by itself prevent a director from being a qualified director:

      (1) Nomination or election of the director to the current board by any director who is not a qualified director with respect to the matter, or by any person that has a material relationship with that director, acting alone or participating with others; or

      (2) Service as a director of another corporation of which a director who is not a qualified director with respect to the matter, or any individual who has a material relationship with that director, is also a director.

      (P.A. 06-68, S. 17.)

      Sec. 33-1004. Filing requirements. (a) A document shall satisfy the requirements of this section, and of any other section that adds to or varies from these requirements, to be entitled to filing by the Secretary of the State.

      (b) Sections 33-1000 to 33-1290, inclusive, shall require or permit filing the document in the office of the Secretary of the State.

      (c) The document shall contain the information required by sections 33-1000 to 33-1290, inclusive. It may contain other information as well.

      (d) The document shall be typewritten or printed or, if electronically transmitted, in a format that can be retrieved or reproduced in typewritten or printed form.

      (e) The document shall be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.

      (f) The document shall be executed: (1) By the chairman of the board of directors of a domestic or foreign corporation, by its president or by another of its officers; (2) if directors have not been selected or the corporation has not been formed, by an incorporator; or (3) if the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary.

      (g) The person executing the document shall sign it and state beneath or opposite such person's signature such person's name and the capacity in which such person signs. The document may but need not contain a corporate seal, attestation, acknowledgment or verification.

      (h) If the Secretary of the State has prescribed a mandatory form for the document under section 33-1005, the document shall be in or on the prescribed form.

      (i) The document shall be delivered to the office of the Secretary of the State for filing. Delivery may be made by electronic transmission if and to the extent permitted by the Secretary of the State. If the document is filed in typewritten or printed form and not electronically transmitted, the Secretary of the State may require one exact or conformed copy to be delivered with the document, except as provided in sections 33-1052 and 33-1218.

      (j) When the document is delivered to the office of the Secretary of the State for filing, the correct filing fee, and any franchise tax, license fee or penalty required to be paid therewith by sections 33-1000 to 33-1290, inclusive, or other law, must be paid or provision for payment made in a manner permitted by the Secretary of the State.

      (k) When any document is required or permitted to be filed or recorded as provided in sections 33-1000 to 33-1290, inclusive, the Secretary of the State may in the Secretary of the State's discretion, for good cause, permit a photostatic or other photographic copy of such document to be filed or recorded in lieu of the original instrument. Such filing or recording shall have the same force and effect as if the original instrument had been so filed or recorded.

      (P.A. 96-256, S. 5, 209; P.A. 98-137, S. 47, 48, 62; 98-219, S. 33, 34; P.A. 01-199, S. 34.)

      History: P.A. 96-256 effective January 1, 1997; P.A. 98-137 amended Subsecs. (d) and (g) to replace "transmitted by electronic means" with "electronically transmitted", 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. (d) to replace "or, if authorized by the Secretary of the State, electronically transmitted" with "or, if electronically transmitted, in a format that can be retrieved or reproduced in typewritten or printed form", amended Subsec. (g) to make the manner of executing a document the same whether it is typewritten or printed or electronically transmitted by deleting provision that required the person executing a document that is electronically transmitted to "affirm and authenticate the execution of the document in such manner as the Secretary of the State may prescribe as effective for those purposes", replace provision authorizing the document to contain "(1) The corporate seal, (2) an attestation by the secretary or an assistant secretary, (3) an acknowledgment, verification or proof" with "a corporate seal, attestation, acknowledgment or verification" and make technical changes for purposes of gender neutrality, amended Subsec. (i) to authorize delivery by electronic transmission if and to the extent permitted by the Secretary of the State and authorize the Secretary of the State to require one exact or conformed copy of a filed document that is in typewritten or printed form and not electronically transmitted to be delivered with the document, amended Subsec. (j) to rephrase provisions and amended Subsec. (k) to make a technical change for purposes of gender neutrality.

      Sec. 33-1005. Forms. Mailing address. (a) The Secretary of the State may prescribe and furnish on request forms for: (1) An application for a certificate of existence; (2) a foreign corporation's application for a certificate of authority to conduct affairs in this state; (3) a foreign corporation's application for a certificate of withdrawal; and (4) the annual report. If the Secretary of the State so requires, use of these forms is mandatory.

      (b) The Secretary of the State may prescribe and furnish on request forms for other documents required or permitted to be filed by sections 33-1000 to 33-1290, inclusive, but their use is not mandatory.

      (c) If a corporation or a foreign corporation so requests in writing, the Secretary of the State shall mail to the address designated in such request, and to no other address of the corporation, all matter required or permitted by this chapter to be mailed to such corporation or foreign corporation by the Secretary of the State.

      (P.A. 96-256, S. 6, 209; P.A. 97-246, S. 43, 99.)

      History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 added new Subsec. (c) re mailing of all matter to address designated by corporation, effective June 27, 1997.

      Sec. 33-1006. Effective time and date of document. (a) Except as provided in subsection (b) of this section and subsection (c) of section 33-1007, a document accepted for filing is effective: (1) At the date and time of filing, as evidenced by such means as the Secretary of the State may use for the purpose of recording the date and time of filing; or (2) at the time specified in the document as its effective time on the date it is filed.

      (b) A document, other than the certificate of incorporation of a domestic corporation or a certificate of authority of a foreign corporation, may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date.

      (P.A. 96-256, S. 7, 209; P.A. 98-137, S. 49, 62; 98-219, S. 33, 34; P.A. 01-199, S. 35.)

      History: P.A. 96-256 effective January 1, 1997; P.A. 98-137 amended Subsec. (a) to replace "transmitted by electronic means" with "electronically transmitted", 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 provide in Subdiv. (1) that a document is effective "At the date and time of filing, as evidenced by such means as the Secretary of the State may use for the purpose of recording the date and time of filing" rather than "At the time of filing on the date it is filed, as evidenced by the Secretary of the State's date and time endorsement on the original document or, when the document is electronically transmitted, as evidenced by electronic means prescribed by the Secretary of the State for the purpose of recording electronically the date and time of filing".

      Sec. 33-1007. Correcting filed document. (a) A domestic or foreign corporation may correct a document filed by the Secretary of the State if (1) the document contains an inaccuracy, (2) the document was defectively made, executed, attested, sealed, verified or acknowledged, or (3) the electronic transmission was defective.

      (b) A document is corrected: (1) By preparing a certificate of correction that (A) describes the document, including its filing date, or attaches a copy of it to the certificate, (B) specifies the inaccuracy or defect to be corrected, and (C) corrects the inaccuracy or defect; and (2) by delivering the certificate of correction to the Secretary of the State for filing.

      (c) A certificate of correction is effective on the effective date of the document it corrects except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, a certificate of correction is effective when filed.

      (P.A. 96-256, S. 8, 209; P.A. 01-199, S. 36; P.A. 03-18, S. 33.)

      History: P.A. 96-256 effective January 1, 1997; P.A. 01-199 amended Subsec. (a) to make technical changes, replace in Subdiv. (1) "an incorrect statement" with "an inaccuracy" and add new Subdiv. (3) authorizing correction if the electronic transmission was defective and amended Subsec. (b) to replace in Subdiv. (1)(B) "the incorrect statement and the reason it is incorrect or the manner in which the execution was defective" with "the inaccuracy or defect to be corrected" and replace in Subdiv. (1)(C) "the incorrect statement or defective execution" with "the inaccuracy or defect"; P.A. 03-18 amended Subsec. (a) by adding reference to document defectively made, effective July 1, 2003.

      Sec. 33-1008. Filing duty of Secretary of the State. (a) If a document delivered to the office of the Secretary of the State for filing satisfies the requirements of section 33-1004, the Secretary of the State shall file it.

      (b) The Secretary of the State files a document by stamping or otherwise endorsing "Filed", together with his name and official title and the date and time of receipt on the original and on the receipt for the filing fee. After filing a document, except as provided in sections 33-1051 and 33-1219, the Secretary of the State shall deliver evidence of filing of such document and of payment of any required fee to the domestic or foreign corporation or its representative.

      (c) If the Secretary of the State refuses to file a document, he shall return it to the domestic or foreign corporation or its representative within five days after the document was delivered, together with a brief written explanation of the reason for his refusal.

      (d) The Secretary of the State's duty to file documents under this section is ministerial. His filing or refusing to file a document does not: (1) Affect the validity or invalidity of the document in whole or in part; (2) relate to the correctness or incorrectness of information contained in the document; or (3) create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.

      (P.A. 96-256, S. 9, 209.)

      History: P.A. 96-256 effective January 1, 1997.

      Sec. 33-1009. Appeal from Secretary of the State's refusal to file document. (a) If the Secretary of the State refuses to file a document delivered to his office for filing, the domestic or foreign corporation may appeal the refusal within thirty days after the return of the document to the superior court for the judicial district of Hartford. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the Secretary of the State's explanation of his refusal to file.

      (b) The court may summarily order the Secretary of the State to file the document or take other action the court considers appropriate.

      (c) The court's final decision may be appealed as in other civil proceedings.

      (P.A. 88-230, S. 1, 2; P.A. 90-98, S. 1, 2; P.A. 93-142, S. 4, 7, 8; P.A. 95-220, S. 4-6; P.A. 96-256, S. 10, 209.)

      History: P.A. 96-256 effective January 1, 1997 (Revisor's note: P.A. 88-230, 90-98, 93-142 and 95-220 authorized substitution of "judicial district of Hartford" for "judicial district of Hartford-New Britain" in public and special acts of 1996, effective September 1, 1998).

      Sec. 33-1010. Evidentiary effect of copy of filed document. A copy of a document filed by the Secretary of the State, which copy is certified by the Secretary of the State, bearing his signature, which may be a facsimile, and the seal of this state, is conclusive evidence that the original document is on file with the Secretary of the State.

      (P.A. 96-256, S. 11, 209.)

      History: P.A. 96-256 effective January 1, 1997.

      Sec. 33-1011. Certificate of existence or authorization. (a) Any person may apply to the Secretary of the State to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation.

      (b) The issuance of a certificate of existence or a certificate of authorization shall be conclusive evidence that such corporation's most recent annual report required by section 33-1243 has been delivered to the Secretary of the State and that a certificate of dissolution or a certificate of withdrawal has not been filed with respect to such corporation.

      (P.A. 96-256, S. 12, 209.)

      History: P.A. 96-256 effective January 1, 1997.

      Sec. 33-1012. Penalty for signing false document. A person who signs or otherwise executes a document he knows is false in any material respect with intent that the document be delivered to the Secretary of the State for filing shall be subject to the penalty for false statement under section 53a-157b.

      (P.A. 96-256, S. 13, 209.)

      History: P.A. 96-256 effective January 1, 1997.

      Sec. 33-1013. Fees payable to Secretary of the State. (a) The Secretary of the State shall charge and collect the following fees for filing documents and issuing certificates and remit them to the Treasurer for the use of the state: (1) Filing application to reserve, register, renew or cancel registration of corporate name, thirty dollars; (2) filing transfer of reserved corporate name, thirty dollars; (3) filing a certificate of incorporation, including appointment of registered agent, ten dollars; (4) filing change of address of registered agent or change of registered agent, ten dollars; (5) filing notice of resignation of registered agent in duplicate, ten dollars; (6) filing certificate of amendment to certificate of incorporation, ten dollars; (7) filing restated certificate of incorporation, ten dollars; (8) filing certificate of merger, ten dollars; (9) filing certificate of correction, ten dollars; (10) filing certificate of surrender of special charter and adoption of certificate of incorporation, ten dollars; (11) filing certificate of dissolution, ten dollars; (12) filing certificate of revocation of dissolution, ten dollars; (13) filing annual report, twenty-five dollars; (14) filing application of foreign corporation for certificate of authority to conduct affairs in this state and issuing certificate of authority, twenty dollars; (15) filing application of foreign corporation for amended certificate of authority to conduct affairs in this state and issuing amended certificate of authority, twenty dollars; (16) filing application for withdrawal of foreign corporation and issuing certificate of withdrawal, twenty dollars; (17) filing certificate of reinstatement, including appointment of registered agent, fifty-five dollars; (18) filing a corrected annual report, twenty-five dollars; and (19) filing an interim notice of change of director or officer, ten dollars.

      (b) The Secretary of the State shall charge and collect the following miscellaneous charges and remit them to the Treasurer for the use of the state: (1) At the time of any service of process on the Secretary of the State as registered agent of a corporation, which amount may be recovered as taxable costs by the party to the suit or action causing such service to be made if such party prevails in the suit or action, the plaintiff in the process so served shall pay twenty-five dollars; (2) for preparing and furnishing a copy of any document, instrument or paper filed or recorded relating to a corporation: (A) For each copy of each such document thereof regardless of the number of pages, twenty dollars; (B) for affixing the official seal thereto, five dollars; (3) for preparing and furnishing his certificate of existence or authorization, which certificate may reflect any and all changes of corporate name and the date or dates of filing thereof, forty dollars; (4) for preparing and furnishing his certificate of existence or authorization reflecting certificates affecting fundamental changes to a certificate of incorporation and the date or dates of filing thereof, sixty dollars; and (5) for other services for which fees are not provided by the general statutes, the Secretary of the State may charge such fees as will, in his judgment, cover the cost of the services provided.

      (c) The tax imposed under chapter 219 shall not be imposed upon any transaction for which a fee is charged under the provisions of this section.

      (P.A. 96-256, S. 14, 209; P.A. 97-246, S. 44, 99; P.A. 98-137, S. 16, 62; 98-219, S. 33, 34.)

      History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (a) to replace in Subdiv. (6) "filing certificate of merger or consolidation, ten dollars for each constituent domestic and foreign corporation" with "filing certificate of merger, ten dollars", replace in Subdiv. (7) "filing certificate of abandonment of merger or consolidation, ten dollars for each constituent domestic and foreign corporation" with "filing certificate of correction, ten dollars", replace in Subdiv. (9) "filing certificate of dissolution by resolution, ten dollars" with "filing certificate of dissolution, ten dollars", delete former Subdiv. (10) re filing certificate of dissolution by expiration, redesignate former Subdiv. (11) as Subdiv. (10) and amend said Subdiv. to replace "filing judicial decree of dissolution" with "filing certificate of administrative dissolution", redesignate former Subdiv. (12) as Subdiv. (11) and amend said Subdiv. to delete provisions re filing biennial report, redesignate former Subdivs. (13), (14) and (15) as Subdivs. (12), (13) and (14), respectively, delete former Subdiv. (16) re filing notice that a director or officer has ceased to be in office, delete former Subdiv. (17) re filing notice that a director or officer has been elected or appointed, redesignate former Subdiv. (18) as Subdiv. (15) and add Subdiv. (16) establishing a twenty-five-dollar fee for filing a corrected annual report, and amended Subsec. (b) to delete former Subdiv. (3) re twenty dollar charge for preparing and furnishing a certificate of good standing, redesignate former Subdivs. (4) and (5) as Subdivs. (3) and (4), respectively, and amend said Subdivs. to replace "certificate of good standing" with "certificate of existence or authorization" and redesignate Subdiv. (6) as Subdiv. (5), effective June 27, 1997; P.A. 98-137 amended Subsec. (a) to add new Subdiv. (1) re thirty-dollar fee for filing application to reserve, register, renew or cancel registration of corporate name, new Subdiv. (2) re thirty-dollar fee for filing transfer of reserved corporate name, new Subdiv. (12) re ten-dollar fee for filing certificate of revocation of dissolution and new Subdiv. (19) re ten-dollar fee for filing an interim notice of change of director or officer, and to delete former Subdiv. (10) re ten-dollar fee for filing certificate of administrative dissolution, renumbering 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.

      Sec. 33-1014. Franchise tax. A corporation shall pay and the Secretary of the State shall charge and collect from such corporation a franchise tax of thirty dollars when it files its certificate of incorporation.

      (P.A. 96-256, S. 15, 209.)

      History: P.A. 96-256 effective January 1, 1997.

      Sec. 33-1015. Powers of Secretary of the State. The Secretary of the State has the power reasonably necessary to perform the duties required of him by sections 33-1000 to 33-1290, inclusive.

      (P.A. 96-256, S. 16, 209.)

      History: P.A. 96-256 effective January 1, 1997.

      Sec. 33-1016. Regulations regarding electronic filing. The Secretary of the State may adopt regulations in accordance with the provisions of chapter 54 governing the filing with and delivery of documents to the office of the Secretary of the State under sections 33-1000 to 33-1290, inclusive, by electronic means, including facsimile and computer transmission.

      (P.A. 96-256, S. 17, 209.)

      History: P.A. 96-256 effective January 1, 1997.

      Sec. 33-1017. Interrogatories by Secretary of the State. (a) The Secretary of the State may propound to any corporation subject to the provisions of sections 33-1000 to 33-1290, inclusive, domestic or foreign, and to any officer or director thereof, such interrogatories as may be reasonably necessary and proper to enable him to ascertain whether such corporation has complied with the provisions of said sections applicable to such corporation. Such interrogatories shall be answered within thirty days after the mailing thereof, or within such additional time as shall be fixed by the Secretary of the State, and the answers thereto shall be full and complete and shall be made in writing and under oath. If such interrogatories are directed to an individual they shall be answered by him, and, if directed to a corporation, they shall be answered by the president, vice president, secretary or assistant secretary thereof.

      (b) Each corporation, domestic or foreign, and each officer and director of a corporation, domestic or foreign, failing or refusing within the time prescribed by this section to answer truthfully and fully interrogatories duly propounded to it or him by the Secretary of the State as provided in subsection (a) of this section shall be fined not more than five hundred dollars.

      (c) Interrogatories propounded by the Secretary of the State and the answers thereto shall not be opened to public inspection nor shall the Secretary of the State disclose any facts or information obtained therefrom except insofar as his official duty may require the same to be made public or if such interrogatories or the answers thereto are required for evidence in any criminal proceedings or in any other action by this state.

      (P.A. 96-256, S. 18, 209.)

      History: P.A. 96-256 effective January 1, 1997.

      Secs. 33-1018 to 33-1024. Reserved for future use.

PART II
INCORPORATION

      Sec. 33-1025. Incorporators. One or more persons may act as the incorporator or incorporators of a corporation by delivering a certificate of incorporation to the Secretary of the State for filing.

      (P.A. 96-256, S. 19, 209.)

      History: P.A. 96-256 effective January 1, 1997.

      Sec. 33-1026. Certificate of incorporation. (a) The certificate of incorporation shall set forth: (1) A corporate name for the corporation that satisfies the requirements of section 33-1045; (2) a statement that the corporation is nonprofit and that the corporation shall not have or issue shares of stock or make distributions; (3) whether the corporation is to have members and, if it is to have members, the provisions which under section 33-1055 are required to be set forth in the certificate of incorporation; (4) the street address of the corporation's initial registered office and the name of its initial registered agent at that office; (5) the name and address of each incorporator; and (6) the nature of the activities to be conducted or the purposes to be promoted or carried out, except that it shall be sufficient to state, either alone or with other activities or purposes, that the purpose of the corporation is to engage in any lawful act or activity for which corporations may be formed under sections 33-1000 to 33-1290, inclusive, and by such statement all lawful acts and activities shall be within the purposes of the corporation, except for express limitations, if any.

      (b) The certificate of incorporation may set forth: (1) The names and addresses of the individuals who are to serve as the initial directors; (2) provisions not inconsistent with law regarding: (A) Managing and regulating the affairs of the corporation; or (B) defining, limiting and regulating the powers of the corporation, its board of directors and members or any class of members; (3) any provision that under sections 33-1000 to 33-1290, inclusive, is required or permitted to be set forth in the bylaws; (4) a provision limiting the personal liability of a director to the corporation or its members for monetary damages for breach of duty as a director to an amount that is not less than the compensation received by the director for serving the corporation during the year of the violation if such breach did not (A) involve a knowing and culpable violation of law by the director, (B) enable the director or an associate, as defined in section 33-840, to receive an improper personal economic gain, (C) show a lack of good faith and a conscious disregard for the duty of the director to the corporation under circumstances in which the director was aware that his conduct or omission created an unjustifiable risk of serious injury to the corporation, or (D) constitute a sustained and unexcused pattern of inattention that amounted to an abdication of the director's duty to the corporation, provided no such provision shall limit or preclude the liability of a director for any act or omission occurring prior to the effective date of such provision; and (5) a provision permitting or making obligatory indemnification of a director for liability, as defined in section 33-1116, to any person for any action taken, or any failure to take any action, as a director, except liability that (A) involved a knowing and culpable violation of law by the director, (B) enabled the director or an associate, as defined in section 33-840, to receive an improper personal gain, (C) showed a lack of good faith and a conscious disregard for the duty of the director to the corporation under circumstances in which the director was aware that his conduct or omission created an unjustifiable risk of serious injury to the corporation, or (D) constituted a sustained and unexcused pattern of inattention that amounted to an abdication of the director's duty to the corporation, provided no such provision shall affect the indemnification of or advance of expenses to a director for any liability stemming from acts or omissions occurring prior to the effective date of such provision.

      (c) The certificate of incorporation need not set forth any of the corporate powers enumerated in sections 33-1000 to 33-1290, inclusive.

      (P.A. 96-256, S. 20, 209; P.A. 97-246, S. 45, 99; P.A. 06-68, S. 28.)

      History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (b) to add proviso in Subdiv. (4) that no such provision shall limit or preclude the liability of a director for any act or omission occurring prior to the effective date of such provision and add new Subdiv. (5) authorizing a provision re indemnification of a director for liability, effective June 27, 1997; P.A. 06-68 made a technical change in Subsec. (b)(5).

      Annotation to former section 33-427:

      Subsec. (a):

      Cited. 33 CS 150.

      Sec. 33-1027. Incorporation. (a) The corporate existence begins when the certificate of incorporation is filed.

      (b) The Secretary of the State's filing of the certificate of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.

      (P.A. 96-256, S. 21, 209.)

      History: P.A. 96-256 effective January 1, 1997.

      Sec. 33-1028. Liability for preincorporation transactions. All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under sections 33-1000 to 33-1290, inclusive, are jointly and severally liable for all liabilities created while so acting.

      (P.A. 96-256, S. 22, 209.)

      History: P.A. 96-256 effective January 1, 1997.

      Sec. 33-1029. Organization of corporation. (a)(1) If initial directors are named in the certificate of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting; (2) if initial directors are not named in the certificate, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: (A) To elect directors and complete the organization of the corporation; or (B) to elect a board of directors who shall complete the organization of the corporation.

      (b) Action required or permitted by sections 33-1000 to 33-1290, inclusive, to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.

      (c) An organizational meeting may be held in or out of this state.

      (d) If an organizational meeting is held in accordance with this section, before the filing of the certificate of incorporation, action taken thereat shall not be impaired by the fact that corporate existence had not begun.

      (P.A. 96-256, S. 23, 209.)

      History: P.A. 96-256 effective January 1, 1997.

      Sec. 33-1030. Bylaws. (a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.

      (b) The bylaws of a corporation may contain any provision for managing and regulating the affairs of the corporation that is not inconsistent with law or the certificate of incorporation.

      (P.A. 96-256, S. 24, 209.)

      History: P.A. 96-256 effective January 1, 1997.

      Sec. 33-1031. Emergency bylaws. (a) Unless the certificate of incorporation provides otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which are subject to amendment or repeal by the members, may make all provisions necessary for managing the corporation during the emergency, including: (1) Procedures for calling a meeting of the board of directors; (2) quorum requirements for the meeting; and (3) designation of additional or substitute directors.

      (b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.

      (c) Corporate action taken in good faith in accordance with the emergency bylaws: (1) Binds the corporation; and (2) may not be used to impose liability on a corporate director, officer, employee or agent.

      (d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.

      (P.A. 96-256, S. 25, 209.)

      History: P.A. 96-256 effective January 1, 1997.

      Secs. 33-1032 to 33-1034. Reserved for future use.

PART III
PURPOSES AND POWERS

      Sec. 33-1035. Purposes. (a) A corporation may be formed under sections 33-1000 to 33-1290, inclusive, for the conduct of any affairs or the promotion of any purpose which may be lawfully carried on by a corporation except that of a bank and trust company, savings bank or savings and loan association, provided where, by any other section or sections of the general statutes, provision is made for the formation of a designated class or classes of corporations, such corporations shall be formed under said section or sections and not under sections 33-1000 to 33-1290, inclusive.

      (b) Except as provided in subsection (f) of this section, no corporation formed under sections 33-1000 to 33-1290, inclusive, shall, or shall have power to, transact in this state the business of an insurance company or a surety or indemnity company, railroad company, telegraph company, gas, electric, electric distribution or water company, or of any company requiring the right to take and condemn lands or to occupy the public highways of this state.

      (c) Nothing in sections 33-1000 to 33-1290, inclusive, shall be construed to authorize a corporation formed under said sections to conduct any affairs except in compliance with any laws of this state regulating or otherwise applying to the same. The provisions of said sections govern all corporations, but notwithstanding the provisions of said sections, where by law special provisions are made in the case of a designated class or classes of corporations governing the corporate procedure thereof in any respect, limiting or extending the powers thereof, conditioning action upon the approval of any agency of the state, or otherwise prescribing the conduct of such corporations, such procedure, powers, action and conduct shall be governed by such special provisions whether or not such corporations are formed under said sections.

      (d) Nothing in this section shall prohibit the formation of a corporation under sections 33-1000 to 33-1290, inclusive, for the conduct of any affairs or for the promotion of any purpose in any other state if not prohibited by the laws thereof.

      (e) Except as otherwise provided in section 38a-153, nothing in sections 33-1000 to 33-1290, inclusive, other than the provisions of section 33-1036, shall be construed to apply to any corporation incorporated under any provision of the special acts, other than a savings bank, which is or may be authorized to transact in this state the business of an insurance company.

      (f) No corporation may be formed pursuant to this chapter for the purpose of transacting the business of an insurance company or a surety or indemnity company unless, at the time of the filing of its certificate of incorporation, there is also filed a certificate issued by the Insurance Commissioner, pursuant to section 38a-41a, authorizing the formation of the corporation. No corporation formed under this chapter shall have the power to transact in this state the business of an insurance company or a surety or indemnity company until it has procured a license from the Insurance Commissioner in accordance with the provisions of section 38a-41.

      (P.A. 96-256, S. 26, 209; P.A. 97-127; 97-246, S. 46, 99; P.A. 98-28, S. 109, 117.)

      History: P.A. 96-256 effective January 1, 1997; P.A. 97-127 and P.A. 97-246 both amended Subsec. (b) and added new Subsec. (f) re formation of a corporation to transact the business of an insurance company, surety or indemnity company, using identical language, effective October 1, 1997, and June 27, 1997, respectively; P.A. 98-28 amended Subsec. (b) by adding electric distribution companies, effective July 1, 1998.

      Annotations to former section 33-146:

      "Conducted solely for profit" implies grant of power to make incidental profit. 111 C. 207; 115 C. 136. Cited. 133 C. 566.

      Authority to operate credit union prior to 1945 founded on first sentence of section. Authority now in chapter 646. 15 CS 45.

      Annotations to former section 33-423:

      Subsec. (c):

      Cited. 184 C. 352. Cited. 211 C. 51.

      Sec. 33-1036. General powers. Unless its certificate of incorporation provides otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs, including without limitation power:

      (1) To sue and be sued, complain and defend in its corporate name;

      (2) To have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;

      (3) To make and amend bylaws, not inconsistent with its certificate of incorporation or with the laws of this state, for managing and regulating the affairs of the corporation;

      (4) To purchase, receive, lease or otherwise acquire, and own, hold, improve, use and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located, including the power to take property of any description or any interest therein by gift, devise or bequest;

      (5) To sell, convey, mortgage, pledge, lease, exchange and otherwise dispose of all or any part of its property;

      (6) To purchase, receive, subscribe for or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge or otherwise dispose of, and deal in and with shares or other interests in, or obligations of, any other entity;

      (7) To make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds and other obligations, and secure any of its obligations by mortgage or pledge of any of its property, franchises or income;

      (8) To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;

      (9) To be a promoter, partner, member, associate or manager of any partnership, joint venture, trust or other entity;

      (10) To conduct its activities, locate offices and exercise the powers granted by sections 33-1000 to 33-1290, inclusive, within or without this state;

      (11) To elect directors and appoint officers, employees and agents of the corporation, define their duties and fix their compensation;

      (12) To pay pensions and establish pension plans, pension trusts and other benefit or incentive plans for any or all of its current or former directors, officers, employees and agents;

      (13) To make donations not inconsistent with law for the public welfare or for charitable, scientific or educational purposes and for other purposes that further the corporate interest;

      (14) To transact any lawful activity that will aid government policy;

      (15) To impose or levy fines, penalties, dues, assessments, admission and transfer fees upon its members;

      (16) To establish conditions for admission of members, admit members and issue memberships and certificates evidencing membership;

      (17) To carry on one or more businesses;

      (18) To make payments or donations, or do any other act, not inconsistent with law, that furthers the activities and affairs of the corporation; and

      (19) To enter into any arrangement with others for any union of interest with respect to any activities which the corporation has power to conduct by itself, even if such arrangement involves sharing or delegation of control of such activities with or to others.

      (P.A. 96-256, S. 27, 209.)

      History: P.A. 96-256 effective January 1, 1997.

      Annotation to former section 33-146:

      Confers authority to hold real estate necessarily obtained in collecting debts for which it is security. 124 C. 156.

      Annotations to former section 33-428:

      Section empowers corporations to hold and transfer property, but does not affect scope of officers' authority. 164 C. 389. Cited. 184 C. 352.

      Courts will not, as a rule, interfere with the internal management of a private corporation. 21 CS 55. Cited. 27 CS 59. Powers of nonstock corporation are those set forth in this chapter, those specifically stated in certificate of incorporation and implied power stated in subdiv. (e)(6). 33 CS 150.

      Sec. 33-1037. Emergency powers. (a) In anticipation of or during an emergency defined in subsection (d) of this section, the board of directors of a corporation may: (1) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and (2) relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.

      (b) During an emergency defined in subsection (d) of this section, unless emergency bylaws provide otherwise: (1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and (2) one or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

      (c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation: (1) Binds the corporation; and (2) may not be used to impose liability on a corporate director, officer, employee or agent.

      (d) An emergency exists for purposes of subsections (a), (b) and (c) of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.

      (e) In time of war or other national or local emergency a corporation shall have power to conduct any lawful affairs in aid thereof, notwithstanding the activities or purposes set forth in its certificate of incorporation, at the request or direction of any apparently authorized governmental authority.

      (P.A. 96-256, S. 28, 209.)

      History: P.A. 96-256 effective January 1, 1997.

      Sec. 33-1038. Ultra vires. (a) Except as provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.

      (b) A corporation's power to act may be challenged: (1) In a proceeding by a member or director against the corporation to enjoin the act; (2) in a proceeding by the corporation, directly, derivatively or through a receiver, trustee or other legal representative, against an incumbent or former director, officer, employee or agent of the corporation; or (3) in a proceeding by the Attorney General to dissolve the corporation or to enjoin the corporation from the conduct of unauthorized affairs.

      (c) In a member's or director's proceeding under subdivision (1) of subsection (b) of this section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of the enjoining of the unauthorized act.

      (d) The Attorney General may, upon his own information or upon complaint of an interested party, bring an action in the name of the state to restrain any person from purporting to have, or exercising, corporate powers not granted.

      (P.A. 96-256, S. 29, 209.)

      History: P.A. 96-256 effective January 1, 1997.

      Annotations to former section 33-429:

      Cited. 179 C. 541. Cited. 188 C. 531. Cited. 235 C. 572.

      Declaratory judgment granted to member suing both individually against corporation and as representative of corporation against directors, challenging exclusion of women as members and guests as ultra vires; injunction denied; attorneys fees and costs discussed. 33 CS 150.

      Secs. 33-1039 to 33-1044. Reserved for future use.

PART IV
NAME

      Sec. 33-1045. Corporate name. (a) The name of each corporation formed after January 1, 1961: (1) Shall contain the word "corporation", "incorporated" or "company", or the abbreviation "corp.", "inc." or "co.", or words or abbreviations of like import in another language; and (2) may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 33-1035 and its certificate of incorporation.

      (b) Except as authorized by subsections (c) and (d) of this section, a corporate name must be distinguishable upon the records of the Secretary of the State from: (1) The corporate name of a corporation or business corporation incorporated or authorized to conduct affairs in this state; (2) a corporate name reserved or registered with the Secretary of the State; (3) the fictitious name adopted by a foreign corporation authorized to conduct affairs in this state because its real name is unavailable; (4) the corporate name of any foreign corporation or business corporation authorized to transact business or conduct affairs in this state; (5) the name of any domestic or foreign limited partnership organized or authorized to transact business in this state; (6) the name of any domestic or foreign limited liability company organized or authorized to transact business in this state; (7) the name of any domestic or foreign limited liability partnership organized or authorized to transact business in this state; and (8) the name of any other entity whose name is carried upon the records of the Secretary of the State as organized or authorized to transact business or conduct affairs in this state.

      (c) A corporation may apply to the Secretary of the State for authorization to use a name that is not distinguishable upon his records from one or more of the names described in subsection (b) of this section. The Secretary of the State shall authorize use of the name applied for if: (1) The other corporation, limited partnership, limited liability company or other entity, as the case may be, consents to the use in writing and submits an undertaking in form satisfactory to the Secretary of the State to change its name to a name that is distinguishable upon the records of the Secretary of the State from the name of the applying corporation; or (2) the applicant delivers to the Secretary of the State a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.

      (d) A corporation may use the name, including the fictitious name, of another domestic or foreign corporation that is used in this state if the other corporation is incorporated or authorized to conduct affairs in this state and the corporation seeking to use the name: (1) Has merged with the other corporation; (2) has been formed by reorganization of the other corporation; or (3) has acquired all or substantially all of the assets, including the corporate name, of the other corporation.

      (e) Sections 33-1000 to 33-1290, inclusive, do not control the use of fictitious names.

      (P.A. 96-256, S. 30, 209; P.A. 04-240 S. 5.)

      History: P.A. 96-256 effective January 1, 1997; P.A. 04-240 amended Subsec. (b) by adding new Subdiv. (7) re name of domestic or foreign limited liability partnership and redesignating existing Subdiv. (7) as Subdiv. (8).

      Sec. 33-1046. Reserved name. (a) A person may reserve the exclusive use of a corporate name, including a corporate name of a foreign corporation, with such additional distinctive and distinguishing elements that the corporation agrees to use in this state exclusive of any other name as in the judgment of the Secretary of the State will be sufficient to distinguish its name, by delivering an application to the Secretary of the State for filing. The application shall set forth the name and address of the applicant and the name proposed to be reserved. If the Secretary of the State finds that the corporate name applied for is available, he shall reserve the name for the applicant's exclusive use for a period of one hundred twenty days.

      (b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the Secretary of the State a signed notice of the transfer that states the name and address of the transferee.

      (c) Any person for whom a specified corporate name has been reserved pursuant to this section may, during the period for which such name is reserved, terminate such reservation by filing in the office of the Secretary of the State an application for cancellation of reservation of corporate name, together with the applicable fee.

      (P.A. 96-256, S. 31, 209.)

      History: P.A. 96-256 effective January 1, 1997.

      Sec. 33-1047. Registered name. (a) A foreign corporation may register its corporate name, or its corporate name with any addition required by section 33-1215, if the name is distinguishable upon the records of the Secretary of the State from the names that are not available under subsection (b) of section 33-1045.

      (b) A foreign corporation registers its corporate name, or its corporate name with any addition required by section 33-1215, by delivering to the Secretary of the State for filing an application: (1) Setting forth its corporate name, or its corporate name with any addition required by section 33-1215, the state or country and date of its incorporation, and a brief description of the nature of the business in which it is engaged; and (2) accompanied by a certificate of existence, or a document of similar import, from the state or country of incorporation.

      (c) The name is registered for the applicant's exclusive use upon the effective date of the application until the close of the calendar year in which the application for registration is filed.

      (d) A foreign corporation whose registration is effective may renew it for successive years by delivering to the Secretary of the State for filing a renewal application, which complies with the requirements of subsection (b) of this section, between October first and December thirty-first of the preceding year. The renewal application when filed renews the registration for the following calendar year.

      (P.A. 96-256, S. 32, 209; P.A. 97-246, S. 47, 99.)

      History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (c) to provide that the name is registered until the close of the calendar year in which the application for registration is filed, effective June 27, 1997.

      Secs. 33-1048 and 33-1049. Reserved for future use.

PART V
OFFICE AND AGENT

      Sec. 33-1050. Registered office and registered agent. (a) Each corporation that is required to file an annual report as provided in section 33-1243 shall continuously maintain in this state: (1) A registered office that may be the same as any of its places of business; and (2) a registered agent at such registered office, who may be: (A) A natural person who is a resident of this state; (B) a domestic corporation or business corporation; (C) a foreign corporation or foreign business corporation which has procured a certificate of authority to transact business or conduct its affairs in this state; (D) a domestic limited liability company; (E) a limited liability company not organized under the laws of this state and which has procured a certificate of registration to transact business or conduct its affairs in this state; (F) a domestic registered limited liability partnership; (G) a registered limited liability partnership not organized under the laws of this state and which has procured a certificate of authority to transact business or conduct its affairs in this state; (H) a domestic statutory trust; or (I) a statutory trust not organized under the laws of this state and which has procured a certificate of registration to transact business or conduct its affairs in this state. The appointment of such registered agent shall be in writing and shall be signed by the registered agent therein appointed. If a natural person is appointed as the registered agent, such appointment shall include the residence address of such person.

      (b) In addition to persons or entities who may act as a registered agent pursuant to subsection (a) of this section, a foreign corporation may appoint the Secretary of the State and his successors in office to act as its registered agent.

      (P.A. 96-256, S. 33, 209; P.A. 97-246, S. 48, 99; P.A. 98-137, S. 29, 62; 98-219, S. 33, 34; P.A. 04-240, S. 6.)

      History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (a) to make provisions applicable to each corporation that is required to file an annual report as provided in Sec. 33-1243, require the corporation to maintain a registered agent "at such registered office" and provide that an appointment of a natural person as registered agent shall include the person's written consent to the appointment and the residence address of such person, and amended Subsec. (b) to make a technical change, effective June 27, 1997; P.A. 98-137 amended Subsec. (a) to add Subparas. (D) and (E) in Subdiv. (2) authorizing a domestic limited liability company and a limited liability company not organized under the laws of this state and which has procured a certificate of authority to transact business or conduct affairs in this state, respectively, to be a registered agent, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 04-240 amended Subsec. (a) by adding in Subdiv. (2) Subparas. (F) to (I) re registered limited liability partnerships and statutory trusts as registered agents, adding provision re appointment of registered agent in writing signed by the agent, deleting provision re written consent of natural person appointed as registered agent and making technical changes.