State Codes and Statutes

Statutes > Connecticut > Title33 > Chap601 > Sec33-884

      Sec. 33-884. Effect of dissolution. (a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (1) Collecting its assets; (2) disposing of its properties that will not be distributed in kind to its shareholders; (3) discharging or making provision for discharging its liabilities; (4) distributing its remaining property among its shareholders according to their interests; and (5) doing every other act necessary to wind up and liquidate its business and affairs.

      (b) Dissolution of a corporation does not: (1) Transfer title to the corporation's property; (2) prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records; (3) subject its directors or officers to standards of conduct different from those prescribed in sections 33-735 to 33-784, inclusive; (4) change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation or removal of its directors or officers or both; or change provisions for amending its bylaws; (5) prevent commencement of a proceeding by or against the corporation in its corporate name; (6) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; (7) terminate the authority of the registered agent of the corporation; or (8) of itself render the shareholders liable for any liability or other obligations of the corporation nor vest title to the property of the corporation in the shareholders.

      (P.A. 94-186, S. 165, 215; P.A. 96-271, S. 117, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 added Subsec. (b)(8) providing dissolution does not of itself render the shareholders liable for corporate liabilities or obligations or vest title to corporate property in the shareholders, effective January 1, 1997.

      Annotations to former section 33-7:

      Under former law, dissolution ended pending suits against corporation. 56 C. 468; 73 C. 151. Power of court to reopen judgment dissolving corporation. 76 C. 464; 82 C. 333. Dissolved corporation not a proper party to creditors' bill against stockholders. 78 C. 605 Finality of judgment dissolving corporation. 81 C. 592; 108 C. 442. Voluntary dissolution held not to affect or defeat prior unliquidated tort claim. Id.

      Annotations to former section 33-378:

      Cited. 212 C. 282.

      Cited. 11 CA 360.

      Subsec. (a):

      Cited. 1 CA 120.

      Subsec. (b):

      Cited. 40 CS 567, 572.

      Subsec. (d):

      Cited. 219 C. 787.

      Subsec. (e):

      Cited. 219 C. 787.

      Cited. 1 CA 120.

      Cited. 40 CS 567.

      Subsec. (f):

      Cited. 12 CA 121.