Connecticut Administrative Code Title 33 - Corporations
Connecticut Administrative Code — Title 33: Corporations
1. Overview
Title 33 regulates the formation, operation, and governance of corporations in Connecticut, including for-profit and nonprofit entities.
It ensures corporations comply with Connecticut General Statutes, protecting shareholders, directors, employees, and the public.
Applies to all corporations incorporated in Connecticut or doing business in the state.
2. Formation of Corporations
Corporations are created by filing articles of incorporation with the Connecticut Secretary of the State.
Required elements include:
Corporate name (unique and compliant with naming rules)
Purpose of the corporation
Number and type of authorized shares (for stock corporations)
Name and address of the registered agent
Names and addresses of incorporators
Filing establishes the corporation as a legal entity separate from its owners.
3. Corporate Governance
Corporations must adopt bylaws outlining:
Structure and duties of the board of directors
Officer positions and responsibilities
Procedures for shareholder meetings and voting
Directors owe fiduciary duties to the corporation and its shareholders.
Annual meetings and records of resolutions must be maintained and may be inspected as required by law.
4. Corporate Records and Reporting
Corporations must maintain:
Minutes of meetings of shareholders and directors
Accounting and financial records
Records of issued shares and transfers
Annual reports must be filed with the Secretary of the State, including updated information on directors, officers, and registered agent.
Failure to file can result in administrative dissolution or fines.
5. Mergers, Consolidations, and Dissolutions
CCR 33 regulates procedures for:
Mergers between corporations
Consolidations forming a new entity
Voluntary or involuntary dissolution
Requirements include:
Board and shareholder approval
Filing of certificates with the Secretary of the State
Notice to creditors and compliance with statutory obligations
6. Business Transactions and Compliance
Corporations must comply with laws regarding:
Issuance of stock
Shareholder rights
Corporate contracts and liabilities
Certain transactions, like asset sales, mergers, or fundamental changes, require formal approval and filings.
7. Enforcement and Penalties
The Secretary of the State monitors compliance with corporate regulations.
Penalties for noncompliance can include:
Fines and fees
Suspension or revocation of corporate status
Administrative dissolution of the corporation
8. Miscellaneous Provisions
CCR 33 includes rules on:
Corporate name reservations and changes
Registered agent responsibilities
Procedures for reinstatement after administrative dissolution
Ensures transparency, accountability, and protection of stakeholders in corporate governance.
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