Connecticut § 33-884 Effect of dissolution.

Connecticut Statutes

§ 33-884 — Effect of dissolution.

Connecticut § 33-884

Title 33Corporations

Ch. 601Business Corporations

This text of Connecticut § 33-884 (Effect of dissolution.) is published on Counsel Stack Legal Research, covering Connecticut primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Conn. Gen. Stat. § 33-884 (2026).

Text

(a)A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:

(1)Collecting its assets;

(2)disposing of its properties that will not be distributed in kind to its shareholders;

(3)discharging or making provision for discharging its liabilities;

(4)distributing its remaining property among its shareholders according to their interests; and (5) doing every other act necessary to wind up and liquidate its business and affairs.

(b)Dissolution of a corporation does not:

(1)Transfer title to the corporation's property;

(2)prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;

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(a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (1) Collecting its assets; (2) disposing of its properties that will not be distributed in kind to its shareholders; (3) discharging or making provision for discharging its liabilities; (4) distributing its remaining property among its shareholders according to their interests; and (5) doing every other act necessary to wind up and liquidate its business and affairs. (b) Dissolution of a corporation does not: (1) Transfer title to the corporation's property; (2) prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records; (3) subject its directors or officers to standards of conduct different from those prescribed in sections 33-735 to 33-784 , inclusive; (4) change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation or removal of its directors or officers or both; or change provisions for amending its bylaws; (5) prevent commencement of a proceeding by or against the corporation in its corporate name; (6) abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; (7) terminate the authority of the registered agent of the corporation; or (8) of itself render the shareholders liable for any liability or other obligations of the corporation nor vest title to the property of the corporation in the shareholders.

Legislative History

(P.A. 94-186, S. 165, 215; P.A. 96-271, S. 117, 254.) History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 added Subsec. (b)(8) providing dissolution does not of itself render the shareholders liable for corporate liabilities or obligations or vest title to corporate property in the shareholders, effective January 1, 1997.