Conn. Gen. Stat. » Title 33 — CORPORATIONS · Chapter 601 — Business Corporations
Connecticut General Statutes

Conn. Gen. Stat. § 33-882 (2025)

Certificate of dissolution

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(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of the State for filing a certificate of dissolution setting forth: (1) The name of the corporation; (2) the date dissolution was authorized; and (3) if dissolution was approved by the shareholders, a statement that the proposal to dissolve was duly approved by the shareholders in the manner required by sections 33-600 to 33-998, inclusive, and by the certificate of incorporation.

(b) A corporation is dissolved upon the effective date of its certificate of dissolution.

(c) For the purposes of sections 33-880 to 33-903, inclusive, “dissolved corporation” means a corporation whose certificate of dissolution has become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to the corporation's liabilities for purposes of liquidation.

(P.A. 94-186, S. 163, 215; P.A. 96-271, S. 115, 254; P.A. 97-246, S. 25, 99; P.A. 03-18, S. 27.)

History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced “articles” of dissolution with “certificate” of dissolution where appearing, effective January 1, 1997; P.A. 97-246 amended Subsec. (b) to replace “plan to dissolve” with “proposal for dissolution”, effective June 27, 1997; P.A. 03-18 amended Subsec. (a) by making a technical change and, in Subdiv. (3), replacing former Subparas. (A) and (B) with provision re statement that proposal to dissolve was duly approved by the shareholders, deleted former Subsec. (b) re information provided to voting groups, redesignated existing Subsec. (c) as new Subsec. (b) and added new Subsec. (c) defining “dissolved corporation”, effective July 1, 2003.

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Notes of Decisions
Cited in 1 case, 2015–2015 · leading case: Zuvic, Carr & Assocs., Inc. v. Morande Bros., Inc., 116 A.3d 358 (Conn. App. Ct. 2015).
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Zuvic, Carr & Assocs., Inc. v. Morande Bros., Inc., 116 A.3d 358 (Conn. App. Ct. 2015). · cites it 2× “General Statutes § 33-882 (a) and (b). A dissolved corporation may con- duct no business other than wrapping up its affairs; General Statutes § 33-884 (a); dissolution specifically ‘‘does not .”
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