Connecticut Law Revision Commission

Business Organizations Study Committee

Proposed Act CONCERNING PROFESSIONAL SERVICE CORPORATIONS, BUSINESS CORPORATIONS, NONSTOCK CORPORATIONS, LIMITED PARTNERSHIPS, LIMITED LIABILITY COMPANIES AND PARTNERSHIPS

 

 

Section 1. Section 33-182i of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
Chapter 601 is applicable to a corporation organized pursuant to this chapter except to the extent that any of the provisions of this chapter are interpreted to be in conflict with the provisions of [said] chapter 601, in which event the provisions of this chapter shall take precedence with respect to a corporation organized pursuant to the provisions of this chapter. A professional corporation organized under this chapter [shall] may consolidate or merge only with another [domestic] professional corporation organized under this chapter, a limited liability company organized under chapter 613 or a partnership or limited liability partnership organized under chapter 614, if such corporation, company or partnership is organized to render the same specific professional service. [and a] A merger or consolidation of any professional corporation organized under this chapter with any foreign corporation, foreign limited liability company, foreign partnership or foreign limited liability partnership is prohibited.
Sec. 2. Section 33-602 of the general statutes is amended by adding subdivision (32) as follows (Effective July 1, 2003) :
(NEW) (32) "Voting power" means the current power to vote in the election of directors.
Sec. 3. Section 33-611 of the general statutes, as amended by section 7 of public act 01-199, is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
(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 [other] defect; and (2) by delivering the certificate 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.
Sec. 4. Section 33-684 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
(a) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares.
(b) If the certificate of incorporation prohibits the reissue of the acquired shares, the number of authorized shares is reduced by the number of shares acquired. [, effective upon amendment of the certificate of incorporation.]
[(c) The board of directors may adopt a certificate of amendment under this section without shareholder action and deliver it to the Secretary of the State for filing. The certificate shall set forth: (1) The name of the corporation; (2) the reduction in the number of authorized shares, itemized by class and series; and (3) the total number of authorized shares, itemized by class and series, remaining after reduction of the shares.]
Sec. 5. Section 33-687 of the general statutes is amended by adding subsection (h) as follows (Effective July 1, 2003) :
(NEW) (h) This section shall not apply to distributions in the course of dissolution under sections 33-880 to 33-887, inclusive.
Sec. 6. Section 33-743 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
(a) The superior court for the judicial district where a corporation's principal office or, if none in this state, its registered office, is located may remove a director of the corporation from office in a proceeding commenced either by or in the right of the corporation [or by its shareholders holding at least ten per cent of the outstanding shares of any class] if the court finds that (1) the director engaged in fraudulent or dishonest conduct [or gross abuse of authority or discretion, ] with respect to the corporation [and (2) removal is] or its shareholders, grossly abused the position of director or intentionally inflicted harm on the corporation, and (2) considering the director's course of conduct and the inadequacy of other available remedies, removal would be in the best interest of the corporation.
(b) A shareholder proceeding on behalf of the corporation under subsection (a) of this section shall comply with all of the requirements of sections 33-720 to 33-727, inclusive, except subdivision (1) of section 33-721.
[(b) ] (c) The court, [that removes] in addition to removing a director, may bar the director from reelection for a period prescribed by the court.
[(c) If shareholders commence a proceeding under subsection (a) of this section, they shall make the corporation a party defendant.]
(d) Nothing in this section limits the equitable powers of the court to order other relief.
Sec. 7. Section 33-757 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
(a) A director who votes for or assents to a distribution made in violation of section 33-687, as amended by this act, section 31 of this act or the certificate of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating [said] section 33-687, as amended by this act, section 32 of this act or the certificate of incorporation if it is established that he did not perform his duties in compliance with section 33-756 or section 31 of this act. In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director.
(b) A director held liable under subsection (a) of this section for an unlawful distribution is entitled to contribution: (1) From every other director who could be held liable under subsection (a) of this section for the unlawful distribution; and (2) from each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of section 33-687, as amended by this act, section 31 of this act or the certificate of incorporation.
(c) A proceeding under this section to enforce (1) the liability of a director under subsection (a) of this section is barred unless it is commenced within two years after the date (A) on which the effect of the distribution was measured under subsection (e) or (g) of section 33-687, (B) as of which a violation of subsection (a) of section 33-687 occurred as a consequence of disregarding a restriction in the certificate of incorporation, or (C) on which the distribution of assets to shareholders was made under section 31 of this act; or (2) contribution or recoupment under subsection (b) of this section is barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under subsection (a) of this section.
(d) For purposes of this section, a director shall be deemed to have voted for a distribution if such director was present at the meeting of the board of directors or committee thereof at the time such distribution was authorized and did not vote in dissent therefrom, or if such director consented thereto pursuant to section 33-749.
Sec. 8. Subsection (a) of section 33-795 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
(a) A corporation may amend its certificate of incorporation at any time to add or change a provision that is required or permitted in the certificate of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained in the certificate of incorporation. [Whether a provision is required or permitted in the certificate of incorporation is determined as of the effective date of the amendment.]
Sec. 9. Section 33-796 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
Unless the certificate of incorporation provides otherwise, a corporation's board of directors may adopt [one or more] amendments to the corporation's certificate of incorporation without shareholder [action] approval: (1) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law; (2) to delete the names and addresses of the initial directors; (3) to delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of the State; (4) if the corporation has only one class of shares outstanding (A) to change each issued and unissued authorized share of [an outstanding] the class into a greater number of whole shares [if the corporation has only shares of that class outstanding] of such class, or (B) to increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend; (5) to change the corporate name by substituting the word "corporation", "incorporated", "company", "Societa per Azioni" or "limited", or the abbreviation "corp.", "inc.", "co.", "S.p.A." or "ltd.", for a similar word or abbreviation in the name or by adding, deleting or changing a geographical attribution for the name; [or] (6) to reflect a reduction in authorized shares, as a result of the operation of subsection (b) of section 33-684, as amended by this act, when the corporation has acquired its own shares and the certificate of incorporation prohibits the reissue of the acquired shares; (7) to delete a class of shares from the certificate of incorporation, as a result of the operation of subsection (b) of section 33-684, as amended by this act, when there are no remaining shares of the class because the corporation has acquired all shares of the class and the certificate of incorporation prohibits the reissue of the acquired shares; or (8) to make any other change expressly permitted by sections 33-600 to 33-998, inclusive, to be made without shareholder [action] approval.
Sec. 10. Section 33-797 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
(a) [A corporation's board of directors may propose one or more amendments to the certificate of incorporation for submission to the shareholders.] If a corporation has issued shares, an amendment to the certificate of incorporation shall be adopted as provided in this section. A proposed amendment must be adopted by the board of directors.
(b) [For the amendment to be adopted: (1) The] Except as provided in sections 33-796, 33-801, and 33-802, as amended by this act, after adopting the proposed amendment, the board of directors must [recommend] submit the amendment to the shareholders for their approval. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the amendment, unless the board of directors [determines] makes a determination that because of [conflict] conflicts of interest or other special circumstances it should not make [no] such a recommendation, [and communicates the basis for its determination to the shareholders with the amendment; and (2) the shareholders entitled to vote on the amendment must approve the amendment as provided in subsection (e) of this section] in which case the board of directors must transmit to the shareholders the basis for such determination.
(c) The board of directors may condition its submission of the [proposed] amendment to the shareholders on any basis.
(d) [The] If the amendment is required to be approved by the shareholders, and the approval is to be given at a meeting, the corporation [shall] must notify each shareholder, whether or not entitled to vote, of the [proposed shareholders' meeting in accordance with section 33-699. The notice of meeting shall also] meeting of shareholders at which the amendment is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the [proposed] amendment and must contain or be accompanied by a copy [or summary] of the amendment.
(e) Unless sections 33-600 to 33-998, inclusive, the certificate of incorporation or the board of directors acting pursuant to subsection (c) of this section requires a greater vote or a vote by voting groups, and except as provided in subsection (f) of this section, the amendment to be adopted must be approved by: (1) A majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create [dissenters'] appraisal rights; and (2) the votes required by sections 33-709 and 33-710 by every other voting group entitled to vote on the amendment.
(f) Notwithstanding any provision of subsection (e) of this section to the contrary, an amendment to the certificate of incorporation of a corporation which was incorporated under the laws of this state, whether under chapter 599 of the general statutes, revision of 1958, revised to January 1, 1995, or any other general law or special act, prior to January 1, 1997, and which at the time of any shareholder vote on such a proposed amendment has less than one hundred shareholders of record, shall, unless the certificate of incorporation of such corporation expressly provides otherwise, be approved by the affirmative vote of at least two-thirds of the voting power of each voting group entitled to vote thereon.
Sec. 11. Section 33-798 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
(a) [The] If a corporation has more than one class of shares outstanding, the holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by sections 33-600 to 33-998, inclusive, on a proposed amendment to the certificate of incorporation if the amendment would:
[(1) Increase or decrease the aggregate number of authorized shares of the class; ]
[(2) ] (1) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;
[(3) ] (2) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;
[(4) ] (3) Change the [designation, ] rights, preferences or limitations of all or part of the shares of the class;
[(5) ] (4) Change the shares of all or part of the class into a different number of shares of the same class;
[(6) ] (5) Create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior [, ] or superior [or substantially equal] to the shares of the class;
[(7) ] (6) Increase the rights, preferences or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior [, ] or superior [or substantially equal] to the shares of the class;
[(8) ] (7) Limit or deny an existing preemptive right of all or part of the shares of the class; or
[(9) ] (8) Cancel or otherwise affect rights to distributions [or dividends] that have accumulated but not yet been [declared] authorized on all or part of the shares of the class.
(b) If a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection (a) of this section, the holders of shares of that series are entitled to vote as a separate voting group on the proposed amendment.
(c) If a proposed amendment that entitles the holders of two or more classes or series of shares to vote as separate voting groups under this section would affect those two or more classes or series in the same or a substantially similar way, the holders of shares of all the classes or series so affected must vote together as a single voting group on the proposed amendment, unless otherwise provided in the certificate of incorporation or required by the board of directors.
(d) A class or series of shares is entitled to the voting rights granted by this section although the certificate of incorporation provides that the shares are nonvoting shares.
Sec. 12. Section 33-799 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
If a corporation has not yet issued shares, its [incorporators or] board of directors, or the incorporators if it has no board of directors, may adopt one or more amendments to the corporation's certificate of incorporation.
Sec. 13. Section 33-800 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
[A corporation amending its] After an amendment to the certificate of incorporation has been adopted and approved in the manner required by sections 33-600 to 33-998, inclusive, and by the certificate of incorporation, the corporation shall deliver to the Secretary of the State for filing a certificate of amendment, [setting] which shall set forth: (1) The name of the corporation; (2) the text of each amendment adopted; (3) if an amendment provides for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself; (4) the date of each amendment's adoption; and (5) if an amendment (A) was adopted by the incorporators or board of directors without shareholder [action, a statement to that effect and that shareholder action was not required; (6) if an amendment was approved by the shareholders (A) the designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment and number of votes of each voting group indisputably represented at the meeting, (B) either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group] approval, a statement that the amendment was duly approved by the incorporators or by the board of directors, as the case may be, and that shareholder approval was not required, or (B) required approval by the shareholders, a statement that the amendment was duly approved by the shareholders in the manner required by sections 33-600 to 33-998, inclusive, and by the certificate of incorporation.
Sec. 14. Section 33-801 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
(a) A corporation's board of directors may restate its certificate of incorporation at any time, with or without shareholder [action] approval, to consolidate all amendments to the certificate of incorporation into a single document.
(b) [The restatement may include one or more amendments to the certificate of incorporation. If the restatement includes an amendment requiring shareholder approval, it] If the restated certificate of incorporation includes one or more new amendments that require shareholder approval, the new amendments must be adopted and approved as provided in section 33-797, as amended by this act.
[(c) If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with section 33-699. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the certificate of incorporation.]
[(d) ] (c) A corporation [restating] that restates its certificate of incorporation shall deliver to the Secretary of the State for filing a certificate of restatement setting forth the name of the corporation and the text of the restated certificate of incorporation together with (1) a statement [setting forth: (1) Whether the restatement contains an amendment to the certificate of incorporation requiring shareholder approval and, if it does not, that the board of directors adopted the restatement; or (2) if the restatement contains an amendment to the certificate of incorporation requiring shareholder approval, the information required by section 33-800] that the restated certificate of incorporation consolidates all amendments into a single document, and (2) if a new amendment is included in the restated certificate of incorporation, the statement required under section 33-800, as amended by this act.
[(e) ] (d) A duly adopted restated certificate of incorporation supersedes the original certificate of incorporation and all amendments to it.
[(f) ] (e) The Secretary of the State may certify a restated certificate of incorporation as the certificate of incorporation currently in effect, without including the statement information required by subsection [(d) ] (c) of this section.
Sec. 15. Section 33-802 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
(a) A corporation's certificate of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under [federal statute if the certificate of incorporation after amendment contains only provisions required or permitted by section 33-636] a law of the United States.
(b) The individual or individuals designated by the court shall deliver to the Secretary of the State for filing a certificate of amendment setting forth: (1) The name of the corporation; (2) the text of each amendment approved by the court; (3) the date of the court's order or decree approving the certificate of amendment; (4) the title of the reorganization proceeding in which the order or decree was entered; and (5) a statement that the court had jurisdiction of the proceeding under federal [law] statute.
[(c) Shareholders of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan.]
[(d) ] (c) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
Sec. 16. Section 33-806 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
(a) A corporation's shareholders may amend or repeal the corporation's bylaws.
[(a) ] (b) A corporation's board of directors may amend or repeal the corporation's bylaws unless: (1) The certificate of incorporation or [sections 33-600 to 33-998, inclusive, reserve this] section 33-808 reserves such power exclusively to the shareholders in whole or part; or (2) the shareholders, in amending, [or] repealing or adopting a particular bylaw, [provide] expressly provide that the board of directors may not amend, [or] repeal or reinstate that bylaw.
[(b) A corporation's shareholders may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors.]
Sec. 17. (NEW) (Effective July 1, 2003) As used in this section, sections 33-815 to 33-820, inclusive, of the general statutes, as amended by this act, and section 24 of this act:
(1) "Interests" means the proprietary interests in an other entity.
(2) "Merger" means a business combination pursuant to section 33-815 of the general statutes, as amended by this act.
(3) "Organizational documents" means the basic document or documents that create, or determine the internal governance of, an other entity.
(4) "Other entity" means any association or legal entity, other than a domestic or foreign corporation, organized to conduct business, including, but not limited to, a partnership, limited partnership, limited liability partnership, limited liability company, joint venture, joint stock company, business trust, statutory trust and real estate investment trust.
(5) "Party to a merger" means any domestic or foreign corporation or other entity that will merge under a plan of merger.
(6) "Party to a share exchange" means any domestic or foreign corporation or other entity that will: (A) Acquire shares or interests of another corporation or an other entity in a share exchange; or (B) have all of its shares or interests or all of one or more classes or series of its shares or interests acquired in a share exchange.
(7) "Share exchange" means a business combination pursuant to section 33-816 of the general statutes, as amended by this act.
(8) "Survivor" means, in a merger, the corporation or other entity into which one or more other corporations or other entities are merged. A survivor of a merger may preexist the merger or be created by the merger.
Sec. 18. Section 33-815 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
(a) One or more domestic corporations may ,under this section,  merge [into another corporation if the board of directors of each corporation adopts and its shareholders, if required by section 33-817, approve] with a domestic or foreign corporation or other entity pursuant to a plan of merger.
(b) A foreign corporation, or a domestic or foreign other entity, may be a party to a merger, or may be created by the terms of a plan of merger, only if: (1) The merger is permitted by the law of the state or country under which such corporation or other entity is organized or by which it is governed; and (2) in effecting the merger, such corporation or other entity complies with such law and with its certificate of incorporation or organizational documents.
[(b) ] (c) The plan of merger [shall set forth] must include: (1) The name of each corporation [planning to] or other entity that will merge and the name of the [surviving corporation into which each other corporation plans to merge] corporation or other entity that will be the survivor of the merger; (2) the terms and conditions of the merger; [and] (3) the manner and basis of converting the shares of each [corporation into shares, obligations or other securities of the surviving or any other corporation or into cash or other property in whole or part] merging corporation and interests of each merging other entity into shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof; (4) the certificate of incorporation of any corporation, or the organizational documents of any other entity, to be created by the merger or, if a new corporation or other entity is not to be created by the merger, any amendments to the survivor's certificate of incorporation or organizational documents; and (5) any other provisions required by the law of the state or country under which any party to the merger is organized or by which it is governed, or by the certificate of incorporation or organizational documents of any such party.
[(c) The plan of merger may set forth: (1) Amendments to the certificate of incorporation of the surviving corporation; and (2) other provisions relating to the merger.]
(d) The terms of the plan of merger described in subdivisions (2) and (3) of subsection (c) of this section may be made dependent upon facts ascertainable outside the plan of merger, provided such facts are objectively ascertainable. For the purposes of this subsection, "facts" includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation.
(e) The plan of merger may also include a provision that the plan may be amended prior to filing a certificate of merger with the Secretary of the State, provided, if the shareholders of a domestic corporation that is a party to the merger are required or permitted to vote on the plan, the plan must provide that, subsequent to approval of the plan by such shareholders, the plan may not be amended to: (1) Change the amount or kind of shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property to be received by the shareholders of or owners of interests in any party to the merger upon conversion of their shares or interests under the plan; (2) change the certificate of incorporation of any corporation, or the organizational documents of any other entity, that will survive or be created as a result of the merger, except for changes permitted by section 33-796, as amended by this act, or by comparable provisions of the law of the state or country under which the foreign corporation or foreign other entity is organized or by which it is governed; or (3) change any of the other terms or conditions of the plan if the change would adversely affect such shareholders in any material respect.
Sec. 19. Section 33-816 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
(a) [A] Through a share exchange: (1) A domestic corporation may acquire all of the [outstanding] shares of one or more classes or series of [another corporation if the board of directors of each corporation adopts and its shareholders, if required by section 33-817, approve the exchange] shares of another domestic corporation or of a foreign corporation, or all of the interests of one or more classes or series of interests of a domestic or foreign other entity, in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, pursuant to a plan of share exchange; or (2) all of the shares of one or more classes or series of shares of a domestic corporation may be acquired by another domestic corporation or by a foreign corporation or other entity, in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, pursuant to a plan of share exchange.
[(b) The plan of exchange shall set forth: (1) The name of the corporation whose shares will be acquired and the name of the acquiring corporation; (2) the terms and conditions of the exchange; (3) the manner and basis of exchanging the shares to be acquired for shares, obligations or other securities of the acquiring or any other corporation or for cash or other property in whole or part.
(c) The plan of exchange may set forth other provisions relating to the exchange.
(d) This section does not limit the power of a corporation to acquire all or part of the shares of one or more classes or series of another corporation through a voluntary exchange or otherwise.]
(b) A foreign corporation, or a domestic or foreign other entity, may be a party to a share exchange only if: (1) The share exchange is permitted by the law of the state or country under which such corporation or other entity is organized or by which it is governed; and (2) in effecting the share exchange, such corporation or other entity complies with such law and with its certificate of incorporation or organizational documents.
(c) The plan of share exchange must include: (1) The name of each corporation or other entity whose shares or interests will be acquired and the name of the corporation or other entity that will acquire such shares or interests; (2) the terms and conditions of the share exchange; (3) the manner and basis of exchanging shares of a corporation or interests in an other entity whose shares or interests will be acquired under the share exchange into shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof; and (4) any other provisions required by the law of the state or country under which any party to the share exchange is organized or by which it is governed or by the certificate of incorporation or organizational documents of any such party.
(d) The terms of the plan of share exchange described in subdivisions (2) and (3) of subsection (c) of this section may be made dependent on facts ascertainable outside the plan of share exchange, provided such facts are objectively ascertainable. For the purposes of this subsection, "facts" includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation.
(e) The plan of share exchange may also include a provision that the plan may be amended prior to the filing of a certificate of share exchange with the Secretary of the State, provided, if the shareholders of a domestic corporation that is a party to the share exchange are required or permitted to vote on the plan, the plan must provide that, subsequent to approval of the plan by such shareholders, the plan may not be amended to: (1) Change the amount or kind of shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property to be issued by the corporation or to be received by the shareholders of or owners of interests in any party to the share exchange in exchange for their shares or interests under the plan; or (2) change any of the terms or conditions of the plan if the change would adversely affect such shareholders in any material respect.
(f) This section does not limit the power of a domestic corporation to acquire shares of another corporation or interests in an other entity in a transaction other than a share exchange.
Sec. 20. Section 33-817 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
[(a) After adopting a plan of merger or share exchange, the board of directors of each corporation party to the merger, and the board of directors of the corporation whose shares will be acquired in the share exchange, shall submit the plan of merger, except as provided in subsection (g) of this section, or share exchange for approval by its shareholders.
(b) For a plan of merger or share exchange to be approved: (1) The board of directors must recommend the plan of merger or share exchange to the shareholders, unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the plan; and (2) the shareholders entitled to vote must approve the plan.]
In the case of a domestic corporation that is a party to a merger or a share exchange:
(1) The plan of merger or share exchange must be adopted by the board of directors.
(2) Except as provided in subdivision (7) of this section and section 33-818, as amended by this act, after adopting the plan of merger or share exchange, the board of directors must submit the plan to the shareholders for their approval. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must transmit to the shareholders the basis for such determination.
[(c) ] (3) The board of directors may condition its submission of the [proposed] plan of merger or share exchange to the shareholders on any basis.
[(d) The corporation shall] (4) If the plan of merger or share exchange is required to be approved by the shareholders, and if the approval is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the [proposed shareholders' meeting in accordance with section 33-699] meeting of shareholders at which the plan is to be submitted for approval. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the plan [of merger or share exchange] and must contain or be accompanied by a copy or summary of the plan. If the corporation is to be merged into an existing corporation or other entity, the notice shall also include or be accompanied by a copy or summary of the certificate of incorporation or organizational documents of such existing corporation or other entity. If the corporation is to be merged into a corporation or other entity that is to be created pursuant to the merger, the notice shall include or be accompanied by a copy or a summary of the certificate of incorporation or organizational documents of the new corporation or other entity.
[(e) ] (5) Unless sections 33-600 to 33-998, inclusive, the certificate of incorporation or the board of directors acting pursuant to [subsection (c) ] subdivision (3) of this section requires a greater vote or a vote by voting groups, and except as provided in [subsection (j) ] subdivision (9) of this section, the plan of merger or share exchange to be authorized must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group.
[(f) ] (6) Separate voting by voting groups is required: [(1) ] (A) On a plan of merger, [if the plan contains a provision] by each class or series of shares that (i) are to be converted, pursuant to the provisions of the plan of merger, into shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, or (ii) would have a right to vote as a separate group on a provision in the plan that, if contained in a proposed amendment to the certificate of incorporation, would require action by [one or more] separate voting groups [on the proposed amendment] under section 33-798, as amended by this act; [(2) ] (B) on a plan of share exchange, by each class or series of shares included in the exchange, with each class or series constituting a separate voting group; and (C) on a plan of merger or share exchange, if the voting group is entitled under the certificate of incorporation to vote as a voting group to approve a plan of merger or share exchange.
[(g) Action by the shareholders of the surviving corporation on a plan of merger] (7) Unless the certificate of incorporation otherwise provides, approval by the corporation's shareholders of a plan of merger or share exchange is not required if: [(1) The certificate of incorporation of the surviving corporation will not differ, ] (A) The corporation will be the survivor in the merger or is the acquiring corporation in the share exchange; (B) except for amendments [enumerated in] permitted by section 33-796, as amended by this act, [from] its certificate of incorporation [before the merger; (2) ] will not be changed; and (C) each shareholder of the [surviving] corporation whose shares were outstanding immediately before the effective date of the merger or the share exchange will hold the same number of shares, with identical [designations, ] preferences, limitations and relative rights, immediately after [; (3) the number of voting shares outstanding immediately after the merger, plus the number of voting shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than twenty per cent the total number of voting shares of the surviving corporation outstanding immediately before the merger; and (4) the number of participating shares outstanding immediately after the merger, plus the number of participating shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than twenty per cent the total number of participating shares outstanding immediately before the merger] the effective date of the merger or the share exchange.
[(h) As used in subsection (g) of this section: (1) "Participating shares" means shares that entitle their holders to participate without limitation in distributions; and (2) "voting shares" means shares that entitle their holders to vote unconditionally in elections of directors.
(i) After a merger or share exchange is authorized, and at any time before the certificate of merger or share exchange is filed, the planned merger or share exchange may be abandoned, subject to any contractual rights, without further shareholder action, in accordance with the procedure set forth in the plan of merger or share exchange or, if none is set forth, in the manner determined by the board of directors.]
(8) If, as a result of a merger or a share exchange, one or more shareholders of a domestic corporation would become subject to personal liability for the obligations or liabilities of any other person or entity, approval of the plan of merger or share exchange shall require the execution, by each such shareholder, of a separate written consent to become subject to such personal liability.
[(j) ] (9) Notwithstanding any provision of [subsection (e) ] subdivision (5) of this section to the contrary, a plan of merger or share exchange of a corporation which was incorporated under the laws of this state, whether under chapter 599 of the general statutes, revision of 1958, revised to January 1, 1995, or any other general law or special act, prior to January 1, 1997, to be authorized by such corporation, shall be approved by [(1) ] (A) the affirmative vote of at least two-thirds of the voting power of each voting group entitled to vote thereon unless the certificate of incorporation expressly provides otherwise, provided if such corporation is the surviving corporation of such merger and such plan of merger will not effect any change in or amendment to the certificate of incorporation of such corporation and the shares to be issued under the plan of merger could have been issued by the board of directors of such corporation without further authorization of the shareholders of such corporation, then the provisions of this subdivision shall not require approval of such plan of merger or share exchange by the corporation's shareholders, and [(2) ] (B) the affirmative vote of at least two-thirds of the voting power of each class of stock of such corporation outstanding prior to January 1, 1997, and not otherwise entitled to vote thereon, unless the certificate of incorporation expressly provides otherwise; provided if such corporation is the surviving corporation of such merger and such plan of merger or share exchange does not contain any provisions which, if contained in a proposed amendment to the certificate of incorporation of such corporation, would entitle any class or series of shareholders of such surviving corporation to vote as a class or series as provided in subsection (f) of section 33-797 or section 33-798, as amended by this act, then the provisions of this subdivision shall not require approval of such plan of merger or share exchange by the holders of such class or series not otherwise entitled to vote thereon.
Sec. 21. Section 33-818 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
(a) A domestic parent corporation [owning] that owns shares of a domestic or foreign subsidiary corporation that carry at least ninety per cent of the voting power of each class and series of the outstanding shares of [each class of a subsidiary corporation may merge the subsidiary into itself without approval of the shareholders of the parent or subsidiary] the subsidiary that have voting power may merge the subsidiary into itself or into another such subsidiary, or merge itself into the subsidiary, unless (1) the certificate of incorporation of any of the corporations otherwise provides, and (2) in the case of a foreign subsidiary, approval by the foreign subsidiary's board of directors or shareholders is required by the law under which the subsidiary is organized or by which it is governed.
[(b) The board of directors of the parent shall adopt a plan of merger that sets forth: (1) The names of the parent and subsidiary; and (2) the manner and basis of converting the shares of the subsidiary into shares, obligations or other securities of the parent or any other corporation or into cash or other property in whole or part.
(c) The parent shall mail a copy or summary of the plan of merger to each shareholder of the subsidiary who does not waive the mailing requirement in writing.
(d) The parent may not deliver a certificate of merger to the Secretary of the State for filing until at least thirty days after the date it mailed a copy of the plan of merger to each shareholder of the subsidiary who did not waive the mailing requirement.
(e) A certificate of merger under this section may not contain amendments to the certificate of incorporation of the parent corporation, except for amendments enumerated in section 33-796.]
(b) If approval of a merger by the subsidiary's shareholders is not required under subsection (a) of this section, the parent corporation shall, within ten days after the effective date of the merger, notify each of the subsidiary's shareholders that the merger has become effective.
(c) Except as provided in subsections (a) and (b) of this section, a merger between a parent and a subsidiary shall be governed by the provisions of sections 33-815 to 33-829, inclusive, applicable to mergers generally.
Sec. 22. Section 33-819 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
(a) After a plan of merger or share exchange [is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall deliver to the Secretary of the State for filing a certificate of merger or share exchange setting forth: (1) The plan of merger or share exchange; (2) if shareholder approval was not required, a statement to that effect; (3) if approval of the shareholders of one or more corporations party to the merger or share exchange was required: (A) The designation, number of outstanding shares and number of votes entitled to be cast by each voting group entitled to vote separately on the plan as to each corporation; and (B) either the total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan or the total number of undisputed votes cast for the plan separately by each voting group and a statement that the number cast for the plan by each voting group was sufficient for approval by that voting group] has been adopted and approved as required by sections 33-600 to 33-998, inclusive, a certificate of merger or share exchange shall be executed on behalf of each party to the merger or the share exchange by any officer or other duly authorized representative of such party. The certificate of merger or share exchange shall set forth: (1) The names of the parties to the merger or the share exchange; (2) the name of the corporation or other entity that will be the survivor of the merger or that will acquire the shares or interests of the other party to the share exchange; (3) the date on which the merger or the share exchange is to be effective; (4) if the certificate of incorporation of the survivor of a merger is amended, or if a new corporation is created as a result of a merger, the amendments to the survivor's certificate of incorporation or the certificate of incorporation of the new corporation; (5) if the plan of merger or share exchange required approval by the shareholders of a domestic corporation that was a party to the merger or the share exchange, a statement that the plan was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by sections 33-600 to 33-998, inclusive, and the certificate of incorporation; (6) if the plan of merger or share exchange did not require approval by the shareholders of a domestic corporation that was a party to the merger or the share exchange, a statement to that effect; and (7) as to each foreign corporation and each other entity that was a party to the merger or the share exchange, a statement that the plan and the performance of its terms were duly authorized by all action required by the law of the state or country under which the corporation or other entity is organized or by which it is governed, and by its certificate of incorporation or organizational documents.
(b) A [merger or share exchange takes effect upon the effective date of the] certificate of merger or share exchange shall be delivered to the Secretary of the State for filing by the survivor of the merger or the acquiring corporation in a share exchange and shall take effect on the effective date of the merger or the share exchange.
Sec. 23. Section 33-820 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
(a) When a merger [takes effect] becomes effective:
[(1) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;
(2) The title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment;
(3) The surviving corporation has all liabilities of each corporation party to the merger;
(4) A proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased;
(5) The certificate of incorporation of the surviving corporation is amended to the extent provided in the plan of merger; and
(6) The shares of each corporation party to the merger that are to be converted into shares, obligations or other securities of the surviving or any other corporation or into cash or other property are converted, and the former holders of the shares are entitled only to the rights provided in the certificate of merger or to their rights under sections 33-855 to 33-872, inclusive.]
(1) The corporation or other entity that is designated in the certificate of merger as the survivor continues or comes into existence, as the case may be;
(2) The separate existence of every corporation or other entity that is merged into the survivor ceases;
(3) All liabilities of each corporation or other entity that is merged into the survivor are vested in the survivor;
(4) All property owned by, and every contract right possessed by, each corporation or other entity that merges into the survivor is vested in the survivor without reversion or impairment;
(5) The name of the survivor may, but need not be, substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger;
(6) The certificate of incorporation or organizational documents of the survivor are amended to the extent provided in the certificate of merger;
(7) The certificate of incorporation or organizational documents of a survivor that is created by the merger become effective; and
(8) The shares of each corporation that is a party to the merger, and the interests in an other entity that is a party to a merger, that are to be converted under the plan of merger into shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, are converted, and the former holders of such shares or interests are entitled only to the rights provided to them in the plan of merger or to any rights they may have under sections 33-855 to 33-879, inclusive.
(b) When a share exchange [takes effect, the shares of each acquired corporation are exchanged as provided in the plan, and the former holders of the shares] becomes effective, the former holders of shares of each domestic corporation that are to be exchanged for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, are entitled only to the [exchange] rights provided to them in the [certificate] plan of share exchange or to [their] any rights they may have under sections 33-855 to [33-872] 33-879, inclusive.
(c) Any shareholder of a domestic corporation that is a party to a merger or a share exchange and, prior to the merger or the share exchange, was liable for the liabilities or obligations of such corporation, shall not be released from such liabilities or obligations by reason of the merger or the share exchange.
(d) Upon a merger becoming effective, a foreign corporation, or a foreign other entity, that is the survivor of the merger is deemed to: (1) Appoint the Secretary of the State as its agent for service of process in a proceeding to enforce the rights of shareholders of each domestic corporation that is a party to the merger who exercise appraisal rights; and (2) agree that it will promptly pay the amount, if any, to which such shareholders are entitled under sections 33-855 to 33-879, inclusive.
Sec. 24. (NEW) (Effective July 1, 2003) (a) Unless otherwise provided in a plan of merger or share exchange or in the law of the state or country under which a foreign corporation or a domestic or foreign other entity that is a party to a merger or a share exchange is organized or by which it is governed, after the plan has been adopted and approved as required by sections 33-815 to 33-820, inclusive, of the general statutes, as amended by this act, and at any time before the merger or the share exchange has become effective, the merger or the share exchange may be abandoned by any party thereto without action by the party's shareholders or owners of interests, in accordance with any procedures set forth in the plan of merger or share exchange or, if no such procedures are set forth in the plan, in the manner determined by the board of directors of a corporation, or the managers of an other entity, subject to any contractual rights of other parties to the merger or the share exchange.
(b) If a merger or a share exchange is abandoned under subsection (a) of this section after a certificate of merger or share exchange has been filed with the Secretary of the State but before the merger or the share exchange has become effective, a statement that the merger or the share exchange has been abandoned in accordance with this section, executed on behalf of a party to the merger or the share exchange by an officer or other duly authorized representative of such party, shall be delivered to the Secretary of the State for filing prior to the effective date of the merger or the share exchange. Any such statement shall contain the name of each party to the merger or the share exchange, the date the merger or the share exchange was to become effective and the date the merger or the share exchange was abandoned. Upon filing, the statement shall take effect and the merger or the share exchange shall be deemed abandoned and shall not become effective.
Sec. 25. Section 33-830 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
[(a) A corporation may, on the terms and conditions and for the consideration determined by the board of directors: (1) Sell, ] No approval of the shareholders of a corporation is required, unless the certificate of incorporation otherwise provides: (1) To sell, lease, exchange or otherwise dispose of [all, or substantially all, of its property] any or all of the corporation's assets in the usual and regular course of business; (2) to mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of [its property] the corporation's assets, whether or not in the usual and regular course of business; [or] (3) to transfer any or all of [its property to a corporation all the shares] the corporation's assets to one or more corporations or other entities, all of the shares or interests of which are owned by the corporation; or (4) to distribute assets pro rata to the holders of one or more classes or series of the corporation's shares.
[(b) Unless the certificate of incorporation requires it, approval by the shareholders of a transaction described in subsection (a) of this section is not required.]
Sec. 26. Section 33-831 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
(a) A [corporation may sell, lease, exchange or otherwise dispose of all, or substantially all, of its property, with or without the good will, otherwise than in the usual and regular course of business, on the terms and conditions and for the consideration determined by the corporation's board of directors, if the board of directors proposes and its shareholders approve the proposed transaction] sale, lease, exchange or other disposition of assets, other than a disposition described in section 33-830, as amended by this act, requires approval of the corporation's shareholders if any such disposition would leave the corporation without a significant continuing business activity. If a corporation retains a business activity that represented at least twenty-five per cent of total assets at the end of the most recently completed fiscal year, and twenty-five per cent of either income from continuing operations before taxes or revenues from continuing operations for such fiscal year, for the corporation and each of its subsidiaries on a consolidated basis, the corporation will conclusively be deemed to have retained a significant continuing business activity.
(b) [For a transaction to be authorized: (1) The board of directors must recommend the proposed transaction to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the submission of the proposed transaction; and (2) the shareholders entitled to vote must approve the transaction.] A disposition that requires approval of the shareholders under subsection (a) of this section shall be initiated by a resolution of the board of directors authorizing the disposition. After adoption of such a resolution, the board of directors shall submit the proposed disposition to the shareholders for their approval. The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the proposed disposition, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors shall transmit to the shareholders the basis for such determination.
(c) The board of directors may condition its submission of [the proposed transaction on any basis] a disposition to the shareholders under subsection (b) of this section on any basis.
(d) [The] If a disposition is required to be approved by the shareholders under subsection (a) of this section, and if the approval is to be given at a meeting, the corporation shall notify each shareholder, whether or not entitled to vote, of the [proposed shareholders' meeting in accordance with section 33-699] meeting of shareholders at which the disposition is to be submitted for approval. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider the [sale, lease, exchange or other disposition of all, or substantially all, of the property of the corporation and contain or be accompanied by a description of the transaction] disposition and shall contain a description of the disposition, including the terms and conditions thereof and the consideration to be received by the corporation therefor.
(e) Unless the certificate of incorporation or the board of directors, acting pursuant to subsection (c) of this section, requires a greater vote or a vote by voting groups, and except as provided in subsection [(h) ] (i) of this section, the [transaction] disposition to be authorized must be approved by a majority of all the votes entitled to be cast on the [transaction] disposition.
(f) After a [sale, lease, exchange or other disposition of property is authorized, the transaction may be abandoned] disposition has been approved by the shareholders under subsection (b) of this section, and at any time before the disposition has been consummated, the disposition may be abandoned by the corporation without action by the shareholders, subject to any contractual rights [, without further shareholder action] of other parties to the disposition.
(g) A [transaction that constitutes a distribution is governed by section 33-687 and not by this section] disposition of assets in the course of dissolution under sections 33-880 to 33-903, inclusive, is not governed by this section.
(h) The assets of a direct or indirect consolidated subsidiary shall be deemed the assets of the parent corporation for the purposes of this section.
[(h) ] (i) Notwithstanding any provision of subsection (e) of this section to the contrary, a transaction of the type described in subsection (a) of this section of a corporation which was incorporated under the laws of this state, whether under chapter 599 of the general statutes, revision of 1958, revised to January 1, 1995, or any other general law or special act, prior to January 1, 1997, to be authorized by such corporation shall, unless the certificate of incorporation expressly provides otherwise, be approved by the affirmative vote of at least two-thirds of (1) the voting power of each voting group of such corporation entitled to vote thereon, and (2) the voting power of each class of stock of such corporation outstanding prior to January 1, 1997, whether or not otherwise entitled to vote thereon.
Sec. 27. Section 33-882 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
(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) The number of votes entitled to be cast on the proposal to dissolve; and (B) either the total number of votes cast for and against dissolution or the total number of undisputed votes cast for dissolution and a statement that the number cast for dissolution was sufficient for approval] 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) If voting by voting groups was required, the information required by subdivision (3) of subsection (a) of this section must be separately provided for each voting group entitled to vote separately on the proposal for dissolution.]
[(c) ] (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.
Sec. 28. Subsection (c) of section 33-883 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of the State for filing a certificate of revocation of dissolution that sets forth: (1) The name of the corporation; (2) the effective date of the dissolution that was revoked; (3) the date that the revocation of dissolution was authorized; (4) if the corporation's board of directors, or incorporators, revoked the dissolution, a statement to that effect; (5) if the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; (6) if shareholder action was required to revoke the dissolution, the information required by subdivision (3) of subsection (a) [or subsection (b) ] of section 33-882, as amended by this act; and (7) if the name of the corporation whose dissolution is to be revoked is no longer available, be accompanied by an amendment of the certificate of incorporation which changes the name of the corporation to an available name.
Sec. 29. Section 33-886 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
(a) A dissolved corporation may dispose of the known claims against it by [following the procedure described in this section] notifying its known claimants in writing of the dissolution at any time after the effective date of the dissolution.
(b) [The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after its effective date.] The written notice shall: (1) Describe information that must be included in a claim; (2) provide a mailing address where a claim may be sent; (3) state the deadline, which may not be fewer than one hundred twenty days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and (4) state that the claim will be barred if not received by the deadline.
(c) A claim against the dissolved corporation is barred: (1) If a claimant who was given written notice under subsection (b) of this section does not deliver the claim to the dissolved corporation by the deadline; or (2) if a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice.
(d) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of the dissolution.
[(e) Nothing in this section shall extend any applicable period of limitation.]
Sec. 30. Section 33-887 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
(a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice.
(b) The notice shall: (1) Be published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office or, if none in this state, its registered office, is or was last located; (2) describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and (3) state that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within three years after the publication of the notice.
(c) If the dissolved corporation publishes a newspaper notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within three years after the publication date of the newspaper notice: (1) A claimant who [did not receive] was not given written notice under section 33-886, as amended by this act; (2) a claimant whose claim was timely sent to the dissolved corporation but not acted on; and (3) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d) A claim that is not barred by subsection (c) of section 33-886, as amended by this act, or subsection (c) of this section may be enforced under this section: (1) Against the dissolved corporation, to the extent of its undistributed assets; or (2) except as provided in subsection (d) of section 31 of this act, if the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of [his] the shareholder's pro rata share of the claim or the corporate assets distributed to [him] the shareholder in liquidation, whichever is less, but a shareholder's total liability for all claims under this section may not exceed the total amount of assets distributed to [him] the shareholder.
(e) Nothing in this section shall extend any applicable period of limitation.
Sec. 31. (NEW) (Effective July 1, 2003) (a) A dissolved corporation that has published a notice under section 33-887 of the general statutes, as amended by this act, may file an application with the superior court for the judicial district where the dissolved corporation's principal office or, if none in this state, its registered office, is located for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under subsection (c) of section 33-887 of the general statutes, as amended by this act.
(b) Within ten days after the filing of an application under subsection (a) of this section, notice of the proceeding shall be given by the dissolved corporation to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved corporation.
(c) The court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the dissolved corporation.
(d) Provision by the dissolved corporation for security in the amount and the form ordered by the court under subsection (a) of this section shall satisfy the dissolved corporation's obligations with respect to claims that are contingent, have not been made known to the dissolved corporation or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a shareholder who received assets in liquidation.
Sec. 32. (NEW) (Effective July 1, 2003) (a) Directors of a dissolved corporation shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets to shareholders after payment of or provision for claims.
(b) Directors of a dissolved corporation which has disposed of claims under section 33-886 or 33-887 of the general statutes, as amended by this act, or section 31 of this act shall not be liable for breach of subsection (a) of this section with respect to claims against the dissolved corporation that are barred or satisfied under section 33-886 or 33-887 of the general statutes, as amended by this act, or section 31 of this act.
Sec. 33. Section 33-1007 of the general statutes, as amended by section 36 of public act 01-199, is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
(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 other 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.
Sec. 34. Subsection (b) of section 33-1083 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
(b) (1) The certificate of incorporation or, subject to the provisions of subdivision (2) of this subsection, the bylaws, may provide that persons occupying certain positions within or without the corporation shall be ex-officio directors, but, unless otherwise provided in the certificate of incorporation or bylaws, such ex-officio directors shall not be counted in determining a quorum nor shall they be entitled to a vote. An ex-officio director shall continue to be a director so long as he continues to hold the office from which his ex-officio status derives, and shall cease to be an ex-officio director immediately and automatically upon ceasing to hold such office, without the need for any action by the corporation, its directors or its members. The provisions of sections 33-1085, 33-1087, 33-1088 and 33-1091 shall not apply to ex-officio directors.
(2) If the corporation has members entitled to vote on the adoption, amendment or repeal of its bylaws, any bylaw providing for ex-officio directors shall require the approval of such members, either before, on or after the effective date of this section, by the same vote of such members as would be necessary to amend such bylaws.
Sec. 35. Section 33-1086 of the general statutes, as amended by section 37 of public act 01-199, is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
(a) The certificate of incorporation or, subject to the provisions of subsection (b) of this section, the bylaws, may provide for staggering the terms of directors, other than ex-officio directors, by dividing the total number of directors, other than ex-officio directors, into up to five groups, with each group containing approximately the same percentage of the total, as near as may be. In that event, the terms of directors in the first group expire at the first annual meeting of members or, in the case of a corporation without members entitled to vote for directors, at the first annual meeting of the board of directors, after their election, the terms of the second group expire at the second such annual meeting of members or directors after their election, the terms of the third group, if any, expire at the third such annual meeting of members or directors after their election, the terms of the fourth group, if any, expire at the fourth such annual meeting of members or directors after their election, and the terms of the fifth group, if any, expire at the fifth such annual meeting of members or directors after their election. At each such annual meeting thereafter, directors shall be chosen for a term of two years, three years, four years or five years, as the case may be, to succeed those whose terms expire.
(b) If the corporation has members entitled to vote on the adoption, amendment or repeal of its bylaws, any bylaw providing for staggering the terms of directors shall require the approval of such members, either before, on or after the effective date of this section, by the same vote of such members as would be necessary to amend such bylaws.
Sec. 36. (NEW) (Effective July 1, 2003) If the board of directors of a corporation ceases to exist and there are no members having the right to vote for directors, and no members without the right to vote for directors who under such circumstances would be entitled under subsection (d) of section 33-1091 of the general statutes, to elect a new board of directors, any officer of the corporation and, if there are no officers of the corporation, the Attorney General, any officer of any organization holding funds or other assets of the corporation or any other person having dealings with the corporation may petition the superior court for the judicial district where the corporation's principal office or, if none in this state, its registered office, is located for an order appointing a new board of directors. The petition shall set forth the relevant circumstances, shall propose the names of three or more persons willing to serve as directors under the circumstances and shall contain the addresses and a brief statement of the backgrounds of such persons. A copy of such petition submitted by any person other than the Attorney General shall be provided by such person to the Attorney General. The court may require the submission of such additional information concerning the corporation and the persons proposed as directors and may order a hearing and notice to such persons, if any, as the court deems appropriate under the circumstances. The notice shall be given in such manner as the court deems appropriate, which may include any form of notice authorized under subsection (b) of section 33-1003 of the general statutes, as amended. The court may thereafter, in an order issued pursuant to this section, appoint and set the terms of office of a new board of directors, which may include some or all of the persons proposed in the petition or may be composed entirely of other persons deemed appropriate by the court. Upon the issuance of such order, the persons appointed by the order as directors shall be the directors of the corporation for the terms of office set forth in the order with the same force, effect, power, authority, duties and responsibilities, and subject to the same standards of conduct, as if they had been otherwise validly elected and serving under the provisions of the certificate of incorporation, the bylaws and sections 33-1000 to 33-1290, inclusive, of the general statutes.
Sec. 37. Subsection (e) of section 33-1101 of the general statutes, as amended by section 39 of public act 01-199, is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
(e) A committee may not, however: (1) Approve or recommend to members action that sections 33-1000 to 33-1290, inclusive, as amended by [this act] public act 01-199, require to be approved by members; (2) fill vacancies on the board of directors or, subject to subsection (g) of this section, on any of its committees; (3) adopt, amend or repeal bylaws; (4) approve a plan of merger; (5) approve a sale, lease, exchange or other disposition of all, or substantially all, of the property of a corporation, other than (A) in the usual and regular course of affairs of the corporation, or (B) a mortgage, pledge or other encumbrance described in subdivision (2) of [subsection (a) of] section 33-1165, as amended by this act; or (6) approve a proposal to dissolve.
Sec. 38. Section 33-1105 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
(a) A director who votes for or assents to a distribution made in violation of sections 33-1000 to 33-1290, inclusive, or the certificate of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating said sections or the certificate of incorporation if it is established that he did not perform his duties in compliance with section 33-1104 or section 52 of this act. In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director.
(b) A director held liable under subsection (a) of this section for an unlawful distribution is entitled to contribution: (1) From every other director who could be held liable under subsection (a) of this section for the unlawful distribution; and (2) from each recipient for the amount the recipient accepted knowing the distribution was made in violation of sections 33-1000 to 33-1290, inclusive, or the certificate of incorporation.
(c) A proceeding under this section to enforce: (1) The liability of a director under subsection (a) of this section is barred unless it is commenced within [three] two years after the date (A) on which the distribution was made, (B) as of which the violation of sections 33-1000 to 33-1290, inclusive, occurred as a consequence of disregarding a restriction in the certificate of incorporation, or (C) on which the distribution of assets to members under section 52 of this act was made; or (2) contribution or recoupment under subsection (b) of this section is barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under subsection (a) of this section.
(d) For purposes of this section, a director shall be deemed to have voted for a distribution if such director was present at the meeting of the board of directors or committee thereof at the time such distribution was authorized and did not vote in dissent therefrom, or if such director consented thereto pursuant to section 33-1097, as amended.
Sec. 39. Section 33-1142 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
(a) [A corporation's board of directors may propose one or more amendments to the certificate of incorporation for submission to those members who are entitled to vote thereon, if any.] If a corporation has members, an amendment to the certificate of incorporation shall be adopted as provided in this section. A proposed amendment must be adopted by the board of directors.
(b) [For the amendment to be adopted: (1) The board of directors must approve the amendment; (2) ] (1) Except as provided in sections 33-1141, 33-1145 and 33-1146, as amended by this act, after adopting the proposed amendment, the board of directors must [recommend] submit the amendment to the members entitled to vote on the amendment, if any, [unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the members entitled to vote on the amendment with the submission of the amendment; and (3) the members entitled to vote on the amendment must approve the amendment, either before or after the actions required in subdivisions (1) and (2) of this subsection, as provided in subsection (e) of this section] for their approval. If any members are entitled to vote on the amendment to the certificate of incorporation, the board of directors must also transmit to those members a recommendation that such members approve the amendment, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must transmit to such members the basis for such determination.
(2) The board of directors may condition its submission of the amendment to the members on any basis.
(c)[The board of directors may condition its submission of the proposed amendment on any basis] If members are entitled to vote on the amendment to a certificate of incorporation, the members must approve the amendment, either before or after the actions required in subsection (a) and (b) of the section, as provided in subsection (e) of this section.
(d) [The corporation shall] If the amendment is required to be approved by the members, and the approval is to be given at a meeting, the corporation must notify each member entitled to vote on the amendment, if any, of the [proposed meeting of members in accordance with section 33-1065. The notice of meeting shall also] meeting of members at which the amendment is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the [proposed] amendment and must contain or be accompanied by a copy [or summary] of the amendment.
(e) Unless sections 33-1000 to 33-1290, inclusive, the certificate of incorporation or the board of directors acting pursuant to subdivision (2) of subsection [(c) ] (b) of this section requires a greater vote or a vote by class of members, the amendment to be adopted must be approved by: (1) If no class of members is entitled to vote separately on the amendment as a class, at least two-thirds of the votes cast by the members entitled to vote thereon; [, ] and (2) if any class of members is entitled to vote on the amendment separately as a class, at least two-thirds of the votes cast by the members of each such class.
(f) If the corporation has no members, or no members entitled to vote, the proposed amendment shall be adopted by vote of at least two-thirds of the directors present at a meeting of the board of directors at which a quorum is present.
Sec. 40. Section 33-1144 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
[A corporation amending its certificate of incorporation] After an amendment to the certificate of incorporation has been adopted and approved in the manner required by sections 33-1140 to 33-1147, inclusive, and by the certificate of incorporation, the corporation shall deliver to the Secretary of the State for filing a certificate of amendment [setting] which shall set forth: (1) The name of the corporation; (2) the text of each amendment adopted; (3) the date of each amendment's adoption; and (4) if the amendment (A) was adopted by the incorporators or the board of directors without member approval, a statement that the amendment was duly approved by the incorporators or by the board of directors, [as required under section 33-1142 or, if approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of either (A) the incorporators, if the vote was before the corporation had directors, or (B) the board of directors, in either case in accordance with section 33-1143; (5) if approval by members was required: (A) The designation of each class of members entitled to vote separately on the amendment, and (B) the total number of votes cast for and against the amendment by each class of members entitled to vote separately on the amendment and a statement that the number cast for the amendment by each class was sufficient for approval by that class] as the case may be, and that member approval was not required, or (B) required approval by the members, a statement that the amendment was duly approved by the members in the manner required by sections 33-1140 to 33-1147, inclusive, and by the certificate of incorporation.
Sec. 41. Section 33-1145 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
(a) A corporation's board of directors may restate its certificate of incorporation at any time, with or without member [action] approval, to consolidate all amendments into a single document.
(b) [The restatement may include one or more amendments to the certificate. If the restatement includes an amendment requiring member approval, it must be adopted] If the restated certificate includes one or more new amendments that require member approval, the new amendments must be adopted and approved as provided in section 33-1142, as amended by this act. If the restatement includes [an] a new amendment which does not require member approval, [it] the new amendment must be adopted as provided in section 33-1141 or 33-1143, as the case may be.
(c) [If the board of directors submits a restatement for member action, the corporation shall notify each member entitled to vote on the proposed amendment of the proposed members' meeting in accordance with section 33-1065. The notice of meeting must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the certificate] A corporation that restates its certificate of incorporation shall deliver to the Secretary of the State for filing a certificate of restatement setting forth the name of the corporation and the text of the restated certificate of incorporation together with a statement which states that the restated certificate consolidates all amendments into a single document and, if a new amendment is included in the restated certificate, which also includes the statement required under section 33-1144, as amended by this act.
[(d) A corporation restating its certificate of incorporation shall deliver to the Secretary of the State for filing a certificate of restatement setting forth the name of the corporation and the text of the restated certificate of incorporation together with a statement setting forth: (1) Whether the restatement contains an amendment to the certificate of incorporation requiring member approval and, if it does not, that the board of directors, or the incorporators before the corporation has directors, adopted the restatement; or (2) if the restatement contains an amendment to the certificate of incorporation requiring member approval, the information required by section 33-1144.]
[(e) ] (d) A duly adopted restated certificate of incorporation supersedes the original certificate of incorporation and all amendments to it.
[(f) ] (e) The Secretary of the State may certify a restated certificate of incorporation, as the certificate of incorporation currently in effect, without including the statement information required by subsection [(d) ] (c) of this section.
Sec. 42. Section 33-1155 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
(a) One or more corporations may merge [into] with another corporation [if the board of directors of each corporation adopts and its members, if required by section 33-1156, approve a plan of merger] pursuant to a plan of merger. For the purposes of this section, sections 33-1156 to 33-1158, inclusive, as amended by this act, and section 46 of this act, "survivor" means, in a merger, the corporation into which one or more other corporations are merged. A survivor of a merger may preexist the merger or be created by the merger.
(b) The plan of merger [shall set forth] must include: (1) The name of each corporation [planning to] that will merge and the name of the [surviving corporation into which each other corporation plans to merge] corporation that will be the survivor of the merger; (2) the terms and conditions of the merger; [and] (3) if the memberships, if any, of any corporation are to be converted into memberships of the [surviving corporation] survivor, the manner and basis of doing so; (4) the certificate of incorporation of any corporation to be created by the merger or, if a new corporation is not to be created by the merger, any amendments to the survivor's certificate of incorporation; and (5) any other provisions required by the certificate of incorporation of any party to the merger.
(c) The plan of merger may [set forth: (1) Amendments to the certificate of incorporation of the surviving corporation; and (2) ] include any other provisions relating to the merger that are not inconsistent with sections 33-1000 to 33-1290, inclusive.
(d) The terms of the plan of merger described in subdivisions (2) and (3) of subsection (b) of this section may be made dependent on facts ascertainable outside the plan of merger, provided such facts are objectively ascertainable. For the purposes of this subsection, "facts" includes, but is not limited to, the occurrence of any event, including a determination or action by any person or body, including the corporation.
(e) The plan of merger may also include a provision that the plan may be amended prior to filing a certificate of merger with the Secretary of the State, provided, if the members of a corporation that is a party to the merger are required or permitted to vote on the plan, the plan must provide that, subsequent to approval of the plan by such members, the plan may not be amended to: (1) Change the amount or kind of memberships to be received by the members of the corporation upon conversion of their memberships under the plan; (2) change the certificate of incorporation of any corporation that will survive or be created as a result of the merger, except for changes permitted by section 33-1141; or (3) change any of the other terms or conditions of the plan if the change would adversely affect such members in any material respect.
Sec. 43. Section 33-1156 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
[(a) ] In the case of a domestic corporation that is a party to a merger:
(1) The plan of merger must be adopted by the board of directors. After adopting a plan of merger, the board of directors of each corporation party to the merger shall submit the plan of merger, except as provided in [subsection (h) ] subdivision (8) of this section, for approval by those members who are entitled to vote on such plan, if any.
[(b) For a plan of merger to be approved: (1) The board of directors must approve the plan of merger; (2) the board of directors must recommend the plan of merger to the members entitled to vote on the plan of merger, if any, unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the members entitled to vote on the plan of merger with the submission of the plan; and (3) the members entitled to vote on the plan must approve the plan, either before or after the actions required in subdivisions (1) and (2) of this subsection, as provided in subsection (e) of this section] (2) The board of directors must also transmit to the members entitled to vote, if any, a recommendation that such members approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must transmit to the members entitled to vote, if any, the basis for such determination.
[(c) ] (3) The board of directors may condition its submission of the [proposed] plan of merger to the members on any basis.
[(d) The corporation shall] (4) If the plan of merger is required to be approved by the members, and if the approval is to be given at a meeting, the corporation must notify each member [, ] entitled to vote on the plan, if any, of the [proposed members' meeting in accordance with section 33-1065. The notice shall also] meeting of the members at which the plan is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan [of merger] and must contain or be accompanied by a copy or summary of the plan. If the corporation is to be merged into an existing corporation, the notice shall also include or be accompanied by a copy or summary of the certificate of incorporation of such existing corporation. If the corporation is to be merged into a corporation that is to be created pursuant to the merger, the notice shall include or be accompanied by a copy or a summary of the certificate of incorporation of the new corporation.
[(e) ] (5) Unless sections 33-1000 to 33-1290, inclusive, the certificate of incorporation or the board of directors acting pursuant to [subsection (c) ] subdivision (3) of this section requires a greater vote or a vote by class of members, the plan of merger to be adopted must be approved by: [(1) ] (A) If no class of members is entitled to vote separately on the plan as a class, at least two-thirds of the votes cast by the members entitled to vote thereon; and [(2) ] (B) if any class of members is entitled to vote on the plan separately as a class, at least two-thirds of the votes cast by the members of each such class. Approval of the plan of merger by members may precede or follow adoption of the plan of merger by the board of directors and the taking of any necessary actions under subdivision (2) of this section.
[(f) ] (6) Separate voting by a class of members of a corporation is required on a plan of merger if: [the] (A) The plan contains a provision that, if contained in a proposed amendment to [a] the certificate of incorporation of such corporation, would require action [by one or more separate classes of members] by such class, as a separate class, on the proposed amendment under the certificate of incorporation of the corporation; (B) such class is entitled under the certificate of incorporation of the corporation to vote as a separate class to approve a plan of merger; or (C) the memberships of such class are to be converted, pursuant to the provisions of the plan of merger, into memberships of a different class of members of such corporation or into memberships of any class of members of any other corporation.
[(g) If (1) ] (7) If (A) in the case of the surviving corporation, a plan of merger contains any provision which, if contained in a proposed amendment to its certificate of incorporation would require a greater vote than, or additional vote to, that otherwise required to approve the plan of merger, or [if (2) ] (B) in the case of any terminating corporation, a sale of all or substantially all assets, or dissolution, would under the circumstances require a greater vote than, or additional vote to, that otherwise required to approve the plan of merger, approval of the plan of merger by such corporation shall require such greater or additional vote.
[(h) Action by the members of the surviving corporation on] (8) Unless the certificate of incorporation otherwise provides, approval by the corporation's members of a plan of merger is not required if: [(1) The certificate of incorporation of the surviving corporation will not differ, ] (A) The corporation will be the survivor of the merger; (B) except for amendments [enumerated in] permitted by section 33-1141, [from its] the corporation's certificate of incorporation [before the merger; and (2) ] will not be changed; and (C) each member of the [surviving] corporation immediately before the effective date of the merger will be a member of the survivor with identical designations, qualifications, privileges and rights immediately after the effective date of the merger.
[(i) After a merger is authorized, and at any time before the certificate of merger is filed, the planned merger may be abandoned, subject to any contractual rights, without further member action, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board of directors.]
[(j) ] (9) If any merging corporation has no members, or no members entitled to vote thereon, a plan of merger shall be adopted by the board of directors.
Sec. 44. Section 33-1157 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
(a) After a plan of merger [is approved as required by section 33-1156, the surviving corporation shall deliver to the Secretary of the State for filing a certificate of merger setting forth: (1) The plan of merger; (2) a statement to the effect that the plan of merger was adopted by the board of directors of each corporation party to the merger; (3) if member approval was not required, a statement to that effect; (4) if approval of members of one or more corporations party to the merger was required: (A) The designation of each class of members entitled to vote separately on the plan as to each corporation; and (B) the total number of votes cast for and against the plan by each class of members entitled to vote separately on the plan as to each corporation and a statement that the number cast for the plan by each class of members was sufficient for approval by that class] has been adopted and approved as required by sections 33-1000 to 33-1290, inclusive, a certificate of merger shall be executed on behalf of each party to the merger by any officer or other duly authorized representative of such party. The certificate of merger shall set forth: (1) The names of the parties to the merger; (2) the name of the corporation that will be the survivor of the merger; (3) the date on which the merger is to be effective; (4) if the certificate of incorporation of the survivor of the merger is amended, or if a new corporation is created as a result of the merger, the amendments to the survivor's certificate of incorporation or the certificate of incorporation of the new corporation; (5) if the plan of merger required approval by the members of the corporation, a statement that the plan was duly approved by the members and, if voting by any separate class of members was required, by each such separate class of members, in the manner required by sections 33-1000 to 33-1290, inclusive, and the certificate of incorporation; and (6) if the plan of merger did not require approval by the members of the corporation, a statement to that effect.
(b) [A merger takes effect upon the effective date of the certificate of merger] The certificate of merger shall be delivered to the Secretary of the State for filing by the survivor of the merger and shall take effect on the effective date of the merger.
Sec. 45. Section 33-1158 of the general statutes is repealed and the following is substituted in lieu thereof (Effective July 1, 2003) :
When a merger [takes effect] becomes effective: