Sec. 33-881. Dissolution by board of directors and shareholders.
Sec. 33-881. Dissolution by board of directors and shareholders. (a) A corporation's board of directors may propose dissolution for submission to the shareholders.
(b) For a proposal to dissolve to be adopted: (1) The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and (2)
the shareholders entitled to vote must approve the proposal to dissolve as provided in
subsection (e) of this section.
(c) The board of directors may condition its submission of the proposal for dissolution on any basis.
(d) The corporation shall notify each shareholder, whether or not entitled to vote,
of the proposed shareholders' meeting in accordance with section 33-699. The notice
must also state that the purpose, or one of the purposes, of the meeting is to consider
dissolving the corporation.
(e) Unless the certificate of incorporation or the board of directors acting pursuant
to subsection (c) of this section requires a greater vote or a vote by voting groups, and
except as provided in subsection (f) of this section, the proposal to dissolve to be adopted
must be approved by a majority of all the votes entitled to be cast on that proposal.
(f) Notwithstanding any provision of subsection (e) of this section to the contrary,
a proposal to dissolve a corporation which was incorporated under the laws of this state,
whether under chapter 599 of the general statutes, revised to January 1, 1995, or any
general law or special act, prior to January 1, 1997, shall, unless the certificate of incorporation expressly provides otherwise, be approved by the affirmative vote of at least two-thirds of the voting power of each voting group entitled to vote thereon.
(P.A. 94-186, S. 162, 215; P.A. 96-271, S. 113, 114, 254.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of
incorporation where appearing and amended Subsec. (f) to replace "January 1, 1996" with "January 1, 1997", effective
January 1, 1997.
Annotations to former section 33-118:
Right of corporation voluntarily to terminate business. 69 C. 521. Powers of directors in dissolution. 81 C. 466; 91 C.
272; 96 C. 73, 80; See 78 C. 577. Power of court to revive corporation to enable it to sue on claim owned by it. 82 C. 333.
Effect of dissolution. Id., 423; 90 C. 342; 108 C. 440. Stockholder's rights in assets before and on dissolution. 90 C. 345.
Dissolution may not be utilized wrongfully to defeat cause of action against corporation. 108 C. 440. Fact that corporation
is in voluntary dissolution did not prevent appointment of receiver under former section 33-115. 127 C. 33. Cited. Id., 36.
Voluntary dissolution is not a proceeding in superior court. 7 CS 118. Cited. 11 CS 374. If the officer taking the
acknowledgment does not execute a certificate to that effect, the acknowledgment is defective. 15 CS 423.
Annotation to former section 33-123:
Cited. 11 CS 374.
Annotations to former section 33-376:
Subsec. (c):
See annotations to former section 33-118, above.
Subsec. (d):
See annotation to former section 33-123, above.