State Codes and Statutes
Statutes > Connecticut > Title33 > Chap601 > Sec33-897Sec. 33-897. Procedure for judicial dissolution. (a) Venue for a proceeding brought by any party named in section 33-896 lies in the judicial district where a corporation's principal office or, if none in this state, its registered office is or was last located.
(b) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located and carry on the business of the corporation until a full hearing can be held.
(d) Within ten days of the commencement of a proceeding under subdivision (1) of subsection (a) of section 33-896 to dissolve a corporation that is not a public corporation, the corporation must send to all shareholders, other than the petitioner, a notice stating that the shareholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner's shares under section 33-900 and accompanied by a copy of said section.
(P.A. 88-230, S. 1, 12; P.A. 90-98, S. 1, 2; P.A. 93-142, S. 4, 7, 8; P.A. 94-186, S. 174, 215; P.A. 95-220, S. 4-6; P.A. 96-271, S. 125, 126, 254; June Sp. Sess. P.A. 98-1, S. 119, 121; P.A. 06-68, S. 13.)
History: P.A. 94-186 effective January 1, 1997 (Revisor's note: P.A. 88-230, P.A. 90-98 and P.A. 93-142 authorized substitution of "judicial district of Hartford" for "judicial district of Hartford-New Britain" in public and special acts of the 1994 regular and special sessions, effective September 1, 1996); P.A. 95-220 changed the effective date of P.A. 88-230 from September 1, 1996, to September 1, 1998, effective July 1, 1995; P.A. 96-271 amended Subsec. (a) to delete provision establishing venue for a dissolution proceeding by the Attorney General in the Hartford-New Britain judicial district and amended Subsec. (d) to correct statutory reference, effective January 1, 1997; June Sp. Sess. P.A. 98-1 added phrase "or subdivision (2) of subsection (b)" in Subsec. (d), effective June 24, 1998; P.A. 06-68 amended Subsec. (d) by deleting reference to Sec. 33-896(b)(2) and replacing "has no shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national securities exchange" with "is not a public corporation".
Annotations to former section 33-115:
Power of equity to wind up corporation 73 C. 590. Only courts of state where incorporated can dissolve. Id., 151; Id., 595; 78 C. 599; 91 C. 91. Effect of decrees in receivership actions in foreign states. 73 C. 378; 78 C. 605; 79 C. 175; 212 U.S. 567. Power of equity to appoint receiver of business of foreign corporation in this state. 91 C. 91. Effect of federal bankruptcy law. 40 C. 524; 47 C. 171; 84 C. 712; 88 C. 70; 90 C. 601. Effect of receivership proceedings. 82 C. 422. Discretion of court as to ordering dissolution. 47 C. 172; 87 C. 656; 120 C. 243; 127 C. 32. Reopening judgment winding up corporation on application of creditor who had no notice of proceedings. 76 C. 464. Receiver may be appointed to enforce judgment against a corporation which has transferred property to and is acting in collusion with foreign corporation. 73 C. 587. Business run at loss may not be sufficient reason to appoint receiver. 80 C. 558. Where corporation dissolved by writ of toquo warranto. 81 C. 472. Causes generally where offices have been usurped and assets are being wasted. 87 C. 656. Appointment for national bank. 76 C. 252; 204 U.S. 1. Application by stockholders. 76 C. 252; 87 C. 656. Motion in error operated as supersedeas of order making appointment. 47 C. 173. Appointment of manager of corporation as receiver discountenanced. 70 C. 473. Appointment of creditor. 73 C. 587. Removal of receiver. 66 C. 282; 70 C. 473. Receiver as representing corporation and creditors. 66 C. 16; 73 C. 381; 74 C. 359; Id., 367; 76 C. 377; 84 C. 422. Creditor may appear in proceedings but cannot sue stockholders. 66 C. 282. Restrictions on liability to corporation may not hold against receiver. 75 C. 441. Assets are a trust fund for creditors. 68 C. 29; 72 C. 658; 73 C. 593. For right of receiver to call in stock subscriptions, see note to Sec. 33-350. Right to recover dividends paid when corporation is insolvent. 72 C. 118. Receiver can sell right to call in stock subscriptions. 73 C. 379. Receiver cannot affirm wrongful investments of directors. 75 C. 651. Agreement by corporation to call in stock at par on request, when stockholder indebted to it held good. 82 C. 421. Right of trustee of collateral to secure debentures of corporation, as against receivers. 89 C. 645. Set-off of debt due officer against judgment recovered by receiver. 78 C. 442. Right of creditors to set-off. 88 C. 194. Statute of limitations in action by receivers against directors for mismanagement. 89 C. 451. Rights of creditor who has attached property or garnisheed debt in another state. 70 C. 494; 71 C. 345. Rights of creditors with secured claims. 67 C. 324; 91 C. 58. In absence of statute, all creditors are to be treated alike. 88 C. 185. Liabilities where corporation assumed debts of partnership it succeeded; priority of taxes; waiver of informality in presenting claim. 72 C. 57. Various claims of priorities, including taxes considered. 76 C. 11. Orders by court as to wages to be paid by receiver and receiver's right to appeal. 69 C. 709. Extension of time to present claims. 91 C. 359. Discretion of court in authorizing receiver to compromise claim and appeal by creditor. 88 C. 571. Discretion of court to permit its receiver to be sued; claimants should proceed in court whose receiver has property claimed. 92 C. 98. Power of court to require claim to be litigated before another tribunal; effect of act of congress giving exclusive jurisdiction to federal court; parties bound by judgment. 93 C. 175 ff.; Id., 194 ff. When receiver expends receivership funds to defend actions against him or the corporation in other jurisdictions, he is bound by the result of such litigation. Id., 201. Distinction between order extending time to present claims and one directing listing of claims in effect previously allowed. Id., 188. Where bond is given to secure contract, claim arises at once on breach of contract, though damages unliquidated. Id., 198. Where contract is abandoned, claim accrues at that time. 94 C. 242. Trust fund theory explained. 107 C. 220. In receivership action, judgment for collection of unpaid stock subscriptions should run against corporation and not subscribers. 104 C. 695. See notes to Secs. 33-342, 33-350. Application for appointment of receiver is addressed to sound discretion of court. 111 C. 501. Effect of deficiency in notice of hearing on appointment of receiver. Id., 608. Cited. 113 C. 646. Corporation defending may charge receiver with reasonable expenses of defense. 127 C. 37. Fact that corporation is in voluntary dissolution does not prevent application of this statute. Id., 33. Conflict of interests and misconduct of directors as grounds for appointment of receiver. Id. Impossibility of carrying on corporate purposes constitutes "good and sufficient reason" for dissolution. 128 C. 539. Dissension among stockholders not grounds for dissolution unless it renders it impossible to carry on corporate affairs. Discretion of court on application for dissolution is not to be disturbed unless there is abuse or other material error. 138 C. 18. Confers extensive equitable powers. 141 C. 325.
Prerequisites for receivership discussed. 2 CS 94. Creditor who fails to present his claim in receivership proceedings was barred from recovery notwithstanding that the receivership proceedings did not terminate in the dissolution of the corporation. 12 CS 183. A demurrer to a complaint which asks for both dissolution and equitable remedy cannot be a general one. 15 CS 123. "Good and sufficient reason" explained. 16 CS 268. Where debtor has not been adjudicated insolvent, settlement of debts due federal and state government is on a parity basis under subsection (3). 18 CS 329.
Annotation to former section 33-116:
Purchaser should be able to rely on the court's supervision that all claims have been presented. 12 CS 183.
Annotations to former section 33-120:
Superior court has no jurisdiction to determine amount of federal taxes due from corporation; such jurisdiction is denied it by federal statute. 96 C. 78. Likewise, it may not interfere with steps taken by federal government to collect such taxes. Id., 79. Cited. 127 C. 36.
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 33-383:
Cited. 185 C. 320.
Cited. 16 CA 420.
Application for receiver is addressed to sound legal discretion of court, to be exercised with due regard for relevant statutes and rules. 23 CS 73. In making application for receiver, controlling time for judging sufficiency of plaintiffs' stock ownership is time court is making determination whether receiver should be appointed, not time when application is brought. Id.
Subsec. (f):
See annotation to former section 33-116, above.
Subsec. (g):
See annotations to former section 33-120, above.
