State Codes and Statutes

Statutes > Connecticut > Title33 > Chap601 > Sec33-830

      Sec. 33-830. Sale or other disposition of assets in regular course of business. Mortgage or other encumbrance, transfer or distribution of assets. 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 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 the corporation's assets, whether or not in the usual and regular course of business; (3) to transfer any or all of 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.

      (P.A. 94-186, S. 139, 215; P.A. 96-271, S. 108, 254; P.A. 03-18, S. 25.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to replace "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997; P.A. 03-18 deleted Subsec. (a) designator and provision re sale by corporation on terms and conditions and for consideration determined by the board, added provisions re approval of shareholders not required unless certificate of incorporation otherwise provides, replaced "all, or substantially all, of its property" with "any or all of the corporation's assets" in Subdiv. (1), replaced "its property" with "the corporation's assets" in Subdiv. (2), replaced provision re transfer of property to a corporation all the shares of which are owned by the corporation with provision re transfer of 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 in Subdiv. (3), added Subdiv. (4) re pro rata distribution to holders of one or more classes or series or shares, made technical changes and deleted former Subsec. (b) re shareholder approval, effective July 1, 2003.

      Annotations to former section 33-18:

      Purpose of statute was to change common law rule that sale of all the property of a solvent corporation was ultra vires. 116 C. 628. Sale of assets of bank in failing circumstances not impliedly forbidden by this section. Id. Where corporation files voluntary petition for reorganization, involving a transfer of its assets to a new corporation to continue the business, proceedings must be duly authorized by stockholders or directors. 123 C. 641. Statute does not apply to assets sold which are not essential to ordinary operation of company. 131 C. 14.

      Section limited by its terms to situations wherein all the property of a corporation is to be disposed of. 12 CS 61.

      Annotations to former section 33-372:

      Cited. 178 C. 262.

      Subsec. (c):

      Cited. 8 CA 371.

State Codes and Statutes

Statutes > Connecticut > Title33 > Chap601 > Sec33-830

      Sec. 33-830. Sale or other disposition of assets in regular course of business. Mortgage or other encumbrance, transfer or distribution of assets. 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 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 the corporation's assets, whether or not in the usual and regular course of business; (3) to transfer any or all of 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.

      (P.A. 94-186, S. 139, 215; P.A. 96-271, S. 108, 254; P.A. 03-18, S. 25.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to replace "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997; P.A. 03-18 deleted Subsec. (a) designator and provision re sale by corporation on terms and conditions and for consideration determined by the board, added provisions re approval of shareholders not required unless certificate of incorporation otherwise provides, replaced "all, or substantially all, of its property" with "any or all of the corporation's assets" in Subdiv. (1), replaced "its property" with "the corporation's assets" in Subdiv. (2), replaced provision re transfer of property to a corporation all the shares of which are owned by the corporation with provision re transfer of 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 in Subdiv. (3), added Subdiv. (4) re pro rata distribution to holders of one or more classes or series or shares, made technical changes and deleted former Subsec. (b) re shareholder approval, effective July 1, 2003.

      Annotations to former section 33-18:

      Purpose of statute was to change common law rule that sale of all the property of a solvent corporation was ultra vires. 116 C. 628. Sale of assets of bank in failing circumstances not impliedly forbidden by this section. Id. Where corporation files voluntary petition for reorganization, involving a transfer of its assets to a new corporation to continue the business, proceedings must be duly authorized by stockholders or directors. 123 C. 641. Statute does not apply to assets sold which are not essential to ordinary operation of company. 131 C. 14.

      Section limited by its terms to situations wherein all the property of a corporation is to be disposed of. 12 CS 61.

      Annotations to former section 33-372:

      Cited. 178 C. 262.

      Subsec. (c):

      Cited. 8 CA 371.


State Codes and Statutes

State Codes and Statutes

Statutes > Connecticut > Title33 > Chap601 > Sec33-830

      Sec. 33-830. Sale or other disposition of assets in regular course of business. Mortgage or other encumbrance, transfer or distribution of assets. 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 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 the corporation's assets, whether or not in the usual and regular course of business; (3) to transfer any or all of 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.

      (P.A. 94-186, S. 139, 215; P.A. 96-271, S. 108, 254; P.A. 03-18, S. 25.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to replace "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997; P.A. 03-18 deleted Subsec. (a) designator and provision re sale by corporation on terms and conditions and for consideration determined by the board, added provisions re approval of shareholders not required unless certificate of incorporation otherwise provides, replaced "all, or substantially all, of its property" with "any or all of the corporation's assets" in Subdiv. (1), replaced "its property" with "the corporation's assets" in Subdiv. (2), replaced provision re transfer of property to a corporation all the shares of which are owned by the corporation with provision re transfer of 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 in Subdiv. (3), added Subdiv. (4) re pro rata distribution to holders of one or more classes or series or shares, made technical changes and deleted former Subsec. (b) re shareholder approval, effective July 1, 2003.

      Annotations to former section 33-18:

      Purpose of statute was to change common law rule that sale of all the property of a solvent corporation was ultra vires. 116 C. 628. Sale of assets of bank in failing circumstances not impliedly forbidden by this section. Id. Where corporation files voluntary petition for reorganization, involving a transfer of its assets to a new corporation to continue the business, proceedings must be duly authorized by stockholders or directors. 123 C. 641. Statute does not apply to assets sold which are not essential to ordinary operation of company. 131 C. 14.

      Section limited by its terms to situations wherein all the property of a corporation is to be disposed of. 12 CS 61.

      Annotations to former section 33-372:

      Cited. 178 C. 262.

      Subsec. (c):

      Cited. 8 CA 371.