§ 33-603 — Notices and other communications.

Connecticut § 33-603

• Jurisdiction: Connecticut
• Title 33: Corporations
• Ch. 601: Business Corporations

Text

(a) Notice under sections 33-600 to 33-998, inclusive, shall be in writing unless oral notice is reasonable in the circumstances. Unless otherwise agreed between the sender and the recipient, words in a notice or other communication under sections 33-600 to 33-998, inclusive, shall be in English. (b) A notice or other communication may be given or sent by any method of delivery, except that electronic transmissions must be in accordance with this section. If these methods of delivery are impracticable, a notice or other communication may be communicated by a newspaper of general circulation in the area where published or by radio, television or other form of public broadcast communication. (c) Notice or other communication to a domestic or foreign corporation authorized to transact business in this state may be delivered to its registered agent at its registered office or to the secretary of the corporation at its principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority. (d) Notice or other communications may be delivered by electronic transmission if (1) consented to by the recipient or authorized by subsection (k) of this section, and (2) the electronic transmission contains or is accompanied by information from which the recipient can determine the date of the transmission and that the transmission was authorized by the sender or the sender's agent or attorney-in-fact. (e) Any consent under subsection (d) of this section may be revoked by the person who consented by written or electronic notice to the person to whom the consent was delivered. Any such consent is deemed revoked if (1) the corporation is unable to deliver two consecutive electronic transmissions given by the corporation in accordance with such consent, and (2) such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice or other communications; provided, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. (f) Unless otherwise agreed between the sender and the recipient, an electronic transmission is received when: (1) It enters an information processing system that the recipient has designated or uses for the purposes of receiving electronic transmissions or information of the type sent, and from which the recipient is able to retrieve the electronic transmission; and (2) it is in a form capable of being processed by that system. (g) Receipt of an electronic acknowledgment from an information processing system described in subdivision (1) of subsection (f) of this section establishes that an electronic transmission was received but, by itself, does not establish that the content sent corresponds to the content received. (h) An electronic transmission is received under this section even if no individual is aware of its receipt. (i) Notice or other communication, if in a comprehensible form or manner, is effective at the earliest of the following: (1) If in physical form, the earliest of: (A) When it is actually received; or (B) when it is left at: (i) A shareholder's address shown on the corporation's record of shareholders maintained by the corporation under subsection (c) of section 33-945 ; (ii) a director's residence or usual place of business; or (iii) the corporation's principal place of business; (2) If mailed postage prepaid and correctly addressed to a shareholder, upon deposit in the United States mail; (3) If mailed by United States mail postage prepaid and correctly addressed to a recipient other than a shareholder, the earliest of: (A) When it is actually received; (B) if sent by registered or certified mail, return receipt requested, the date shown on the return receipt signed by or on behalf of the addressee; or (C) five days after it is deposited in the United States mail; (4) If an electronic transmission, when it is received as provided in subsection (f) of this section; or (5) If oral, when communicated. (j) A notice or other communication may be in the form of an electronic transmission that cannot be directly reproduced in paper form by the recipient through an automated process used in conventional commercial practice only if (1) the electronic transmission is otherwise retrievable in perceivable form, and (2) the sender and the recipient have consented in writing to the use of such form of electronic transmission. (k) If sections 33-600 to 33-998 , inclusive, prescribe requirements for notices or other communications in particular circumstances, those requirements govern. If a certificate of incorporation or bylaw prescribes requirements for notices or other communications, not inconsistent with this section or other provisions of said sections, those requirements govern. The certificate of incorporation or bylaws may authorize or require delivery of notices of meetings of directors by electronic transmission. (l) In computing the period of time of any notice required or permitted to be given by sections 33-600 to 33-998 , inclusive, or under the provisions of the certificate of incorporation or bylaws of a corporation or of a resolution of shareholders or directors, the day on which the notice is given shall be excluded, and the day on which the matter noticed is to occur shall be included, in the absence of a contrary provision. See Sec. 1-2a re construction of references to “United States mail”, “postmark” or “registered or certified mail”.

Legislative History

(P.A. 94-186, S. 18, 215; P.A. 96-271, S. 3, 254; P.A. 97-246, S. 1, 2, 99; P.A. 98-137, S. 2, 62; 98-219, S. 33, 34; P.A. 01-199, S. 4; P.A. 10-35, S. 1; P.A. 11-147, S. 11.) History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (g) to replace “articles” of incorporation with “certificate” of incorporation and “bylaws” with “bylaw”, effective January 1, 1997; P.A. 97-246 amended Subsecs. (c) and (e) to replace “postpaid” with “postage prepaid”, effective June 27, 1997; P.A. 98-137 amended Subsec. (a) to replace “Notice transmitted or received electronically is in writing and is written notice if it is accomplished in a manner that is suitable for retention, retrieval and reproduction of the notice by the recipient” with “Written notice includes notice by electronic transmission”, amended Subsec. (b) to authorize notice “by mail or other method of delivery, or by telephone, voice mail or other electronic means” rather than “by telephone, telegraph, teletype or other form of wire or wireless communication, or by mail or private carrier”, amended Subsec. (c)(2) to replace “when transmitted by facsimile or other electronic means if transmitted to the shareholder in the manner authorized by the shareholder for purposes of facsimile or electronic transmission, as the case may be” with “when electronically transmitted to the shareholder in a manner authorized by the shareholder”, and amended Subsec. (e)(2) to delete “as evidenced by the postmark”, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 01-199 amended Subsec. (a) to replace “Written notice includes notice by electronic transmission” with “Notice by electronic transmission is written notice” and made a technical change in Subsec. (e); P.A. 10-35 amended Subsec. (d) to substitute “secretary of the corporation” for “corporation or its secretary” re addressee; P.A. 11-147 amended Subsec. (a) to delete “Notice by electronic transmission is written notice”, add provision requiring words in notice or other communication to be in English unless otherwise agreed and make a technical change, amended Subsec. (b) to replace “Notice may be communicated in person, by mail or other method of delivery, or by telephone, voice mail or other electronic means” with “A notice or other communication may be given or sent by any method of delivery, except that electronic transmissions must be in accordance with this section”, replace “If these forms of personal notice” with “If these methods of delivery” and replace “notice” with “a notice or other communication”, deleted former Subsec. (c) re when written notice to a shareholder is effective, redesignated existing Subsec. (d) as Subsec. (c) and amended same to replace “Written notice” with “Notice or other communication” and replace “addressed” with “delivered”, deleted former Subsec. (e) re earliest date that written notice is effective, deleted former Subsec. (f) re when oral notice is effective, added new Subsec. (d) re when notice or other communications may be delivered by electronic transmission, added new Subsec. (e) re revocation of consent for delivery by electronic transmission, added new Subsec. (f) re when electronic transmission is considered received, added new Subsec. (g) re effect of receipt of electronic acknowledgement, added new Subsec. (h) re electronic transmission considered received even if no individual is aware of its receipt, added new Subsec. (i) re earliest date that notice or other communication is effective, added new Subsec. (j) re when notice or other communication may be in form of electronic transmission that cannot be directly reproduced in paper form by recipient through automated process used in conventional commercial practice, redesignated existing Subsec. (g) as Subsec. (k) and amended same to replace “notice requirements” with “requirements for notices or other communications” and add provision re certificate of incorporation or bylaws may authorize or require delivery of notices of meetings of directors by electronic transmission and redesignated existing Subsec. (h) as Subsec. (l).