State Codes and Statutes

Statutes > Connecticut > Title33 > Chap601 > Sec33-945

      Sec. 33-945. Corporate records. (a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.

      (b) A corporation shall maintain appropriate accounting records.

      (c) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each.

      (d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

      (e) A corporation shall keep a copy of the following records at its principal office: (1) Its certificate of incorporation or restated certificate of incorporation, all amendments to them currently in effect and any notices to shareholders referred to in subsection (l) of section 33-608 regarding facts on which a document is dependent; (2) its bylaws or restated bylaws and all amendments to them currently in effect; (3) resolutions adopted by its board of directors creating one or more classes or series of shares and fixing their relative rights, preferences and limitations, if shares issued pursuant to those resolutions are outstanding; (4) the minutes of all shareholders' meetings and records of all action taken by shareholders without a meeting for the past three years; (5) all written communications to shareholders generally within the past three years, including the financial statements furnished for the past three years under section 33-951; (6) a list of the names and business addresses of its current directors and officers; and (7) its most recent annual report delivered to the Secretary of the State under section 33-953.

      (P.A. 94-186, S. 198, 215; P.A. 96-271, S. 143, 254; P.A. 03-158, S. 12.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (e) to replace "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997; P.A. 03-158 amended Subsec. (e)(1) by adding provision re notices to shareholders of facts on which a document is dependent and by making a technical change.

      Annotations to former section 33-56:

      The necessary account books may be kept in any place in which the corporation lawfully does business. 35 C. 36. Right of stockholder to examine books and enforcement by mandamus. 87 C. 483; 90 C. 638.

      Cited. 6 CS 76. Conditions which must be met before stockholder may exercise his qualified right to examine books. 14 CS 160. Beneficiaries of trust held to have no legal right enforceable by a writ of mandamus to examine corporate books since this is a privilege incident to the ownership of shares. 21 CS 33.

      Annotation to former section 33-307:

      Subsec. (a):

      Cited. 189 C. 401.

      Annotations to former section 33-334:

      Cited. 183 C. 85.

      Shareholder must make application for examination of records to the superior court by way of a writ, summons and complaint. 25 CS 253.

      Subsec. (b):

      Cited. 26 CS 136.