State Codes and Statutes
Statutes > Connecticut > Title33 > Chap601 > Sec33-896Sec. 33-896. Grounds for judicial dissolution. (a) The superior court for the judicial district where the corporation's principal office or, if none in this state, its registered office, is located may dissolve a corporation:
(1) In a proceeding by a shareholder if it is established that: (A) The directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent; or (B) the corporate assets are being misapplied or wasted;
(2) In a proceeding by a creditor if it is established that: (A) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or (B) the corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or
(3) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision.
(b) The superior court for the judicial district where the corporation's principal office or, if none in this state, its registered office, is located shall dissolve a corporation: (1) In a proceeding by a holder or holders of shares having voting power sufficient under the circumstances to dissolve the corporation pursuant to the certificate of incorporation; (2) in a proceeding by a shareholder or a director when it is established that (A) under the provisions of sections 33-600 to 33-998, inclusive, or of the certificate of incorporation or bylaws, the directors are deadlocked in the management of the corporate affairs and the shareholders are unable to break the deadlock or (B) the shareholders are deadlocked in voting power for the election of directors and for that reason have been unable at the next preceding annual meeting to elect successors to directors whose term would normally have expired upon the election of their successors.
(P.A. 94-186, S. 173, 215; P.A. 96-271, S. 124, 254.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a)(1) to delete as grounds for dissolution Subpara. (A) re deadlock of the directors and Subpara. (C) re deadlock of the shareholders, relettering the remaining Subparas. accordingly, and amended Subsec. (b) to replace "articles" of incorporation with "certificate" of incorporation where appearing and replace in Subdiv. (2)(B) "agree upon or vote for directors as successors" with "elect successors", effective January 1, 1997.
Annotation to former section 33-120:
Confers a discretionary power upon the directors to apply for limitation of period for presentation of claims. 11 CS 376.
Annotations to former section 33-381:
Cited. 179 C. 261.
Cited. 16 CA 420.
Subsec. (a):
Subdiv. (1): See annotation to former section 33-120, above.
Annotations to former section 33-382:
Action under statute may be withdrawn even after application for appraisal under section 33-384 has been filed. 154 C. 289. Cited. 171 C. 699. Cited. 185 C. 320. Cited. 194 C. 400.
Cited. 1 CA 656. Cited. 9 CA 304. Cited. 16 CA 420, 430. Cited. 29 CA 151.
In making application for appointment of receiver, controlling time for judging sufficiency of plaintiffs' stock ownership is time when court is making determination whether receiver should be appointed, not time when application is brought. 23 CS 73.
Subsec. (a):
Cited. 229 C. 771.
Cited. 40 CA 268.
Annotations to present section:
Even where shareholder agreement contains a stalemate provision, the language must be clear and unequivocal before it will be held to waive stockholder's right to seek dissolution of the corporation. 55 CA 272.
Subsec. (b):
Where there is a continuing failure to hold annual meetings, and there appears to be no chance of breaking the deadlock between the parties, it is proper to dissolve the corporation. 55 CA 272.
