Sec. 33-880. Dissolution by incorporators or initial directors. - Connecticut Statutes

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Statutes > Connecticut > Title33 > Chap601 > Sec33-880

      Sec. 33-880. Dissolution by incorporators or initial directors. A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Secretary of the State for filing a certificate of dissolution that sets forth: (1) The name of the corporation; (2) either (A) that none of the corporation's shares have been issued or (B) that the corporation has not commenced business; (3) that no debt of the corporation remains unpaid; (4) that the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and (5) that a majority of the incorporators or initial directors authorize the dissolution.

      (P.A. 94-186, S. 161, 215; P.A. 96-271, S. 112, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of dissolution with "certificate" of dissolution, effective January 1, 1997.

      Annotations to former section 33-118:

      Right of corporation voluntarily to terminate business. 69 C. 521. Powers of directors in dissolution. 81 C. 466; 91 C. 272; 96 C. 73, 80; See 78 C. 577. Power of court to revive corporation to enable it to sue on claim owned by it. 82 C. 333. Effect of dissolution. Id., 423; 90 C. 342; 108 C. 440. Stockholder's rights in assets before and on dissolution. 90 C. 345. Dissolution may not be utilized wrongfully to defeat cause of action against corporation. 108 C. 440. Fact that corporation is in voluntary dissolution did not prevent appointment of receiver under former section 33-115. 127 C. 33. Cited. Id., 36.

      Voluntary dissolution is not a proceeding in superior court. 7 CS 118. Cited. 11 CS 374. If the officer taking the acknowledgment does not execute a certificate to that effect, the acknowledgment is defective. 15 CS 423.

      Annotation to former section 33-123:

      Cited. 11 CS 374.

      Annotations to former section 33-376:

      Subsec. (c):

      See annotations to former section 33-118, above.

      Subsec. (d):

      See annotation to former section 33-123, above.

State Codes and Statutes

Statutes > Connecticut > Title33 > Chap601 > Sec33-880

      Sec. 33-880. Dissolution by incorporators or initial directors. A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Secretary of the State for filing a certificate of dissolution that sets forth: (1) The name of the corporation; (2) either (A) that none of the corporation's shares have been issued or (B) that the corporation has not commenced business; (3) that no debt of the corporation remains unpaid; (4) that the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and (5) that a majority of the incorporators or initial directors authorize the dissolution.

      (P.A. 94-186, S. 161, 215; P.A. 96-271, S. 112, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of dissolution with "certificate" of dissolution, effective January 1, 1997.

      Annotations to former section 33-118:

      Right of corporation voluntarily to terminate business. 69 C. 521. Powers of directors in dissolution. 81 C. 466; 91 C. 272; 96 C. 73, 80; See 78 C. 577. Power of court to revive corporation to enable it to sue on claim owned by it. 82 C. 333. Effect of dissolution. Id., 423; 90 C. 342; 108 C. 440. Stockholder's rights in assets before and on dissolution. 90 C. 345. Dissolution may not be utilized wrongfully to defeat cause of action against corporation. 108 C. 440. Fact that corporation is in voluntary dissolution did not prevent appointment of receiver under former section 33-115. 127 C. 33. Cited. Id., 36.

      Voluntary dissolution is not a proceeding in superior court. 7 CS 118. Cited. 11 CS 374. If the officer taking the acknowledgment does not execute a certificate to that effect, the acknowledgment is defective. 15 CS 423.

      Annotation to former section 33-123:

      Cited. 11 CS 374.

      Annotations to former section 33-376:

      Subsec. (c):

      See annotations to former section 33-118, above.

      Subsec. (d):

      See annotation to former section 33-123, above.

State Codes and Statutes

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State Codes and Statutes

Statutes > Connecticut > Title33 > Chap601 > Sec33-880

      Sec. 33-880. Dissolution by incorporators or initial directors. A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Secretary of the State for filing a certificate of dissolution that sets forth: (1) The name of the corporation; (2) either (A) that none of the corporation's shares have been issued or (B) that the corporation has not commenced business; (3) that no debt of the corporation remains unpaid; (4) that the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and (5) that a majority of the incorporators or initial directors authorize the dissolution.

      (P.A. 94-186, S. 161, 215; P.A. 96-271, S. 112, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of dissolution with "certificate" of dissolution, effective January 1, 1997.

      Annotations to former section 33-118:

      Right of corporation voluntarily to terminate business. 69 C. 521. Powers of directors in dissolution. 81 C. 466; 91 C. 272; 96 C. 73, 80; See 78 C. 577. Power of court to revive corporation to enable it to sue on claim owned by it. 82 C. 333. Effect of dissolution. Id., 423; 90 C. 342; 108 C. 440. Stockholder's rights in assets before and on dissolution. 90 C. 345. Dissolution may not be utilized wrongfully to defeat cause of action against corporation. 108 C. 440. Fact that corporation is in voluntary dissolution did not prevent appointment of receiver under former section 33-115. 127 C. 33. Cited. Id., 36.

      Voluntary dissolution is not a proceeding in superior court. 7 CS 118. Cited. 11 CS 374. If the officer taking the acknowledgment does not execute a certificate to that effect, the acknowledgment is defective. 15 CS 423.

      Annotation to former section 33-123:

      Cited. 11 CS 374.

      Annotations to former section 33-376:

      Subsec. (c):

      See annotations to former section 33-118, above.

      Subsec. (d):

      See annotation to former section 33-123, above.