Connecticut § 33-1171 - Dissolution by resolution of board of directors and members.
Full text of Connecticut Connecticut General Statutes § 33-1171 — Dissolution by resolution of board of directors and members., with citation guidance and answers to common questions.
§ 33-1171. Dissolution by resolution of board of directors and members.
Sec. 33-1171. Dissolution by resolution of board of directors and members. (a) A corporation's board of directors may propose dissolution for submission to those members who are entitled to vote thereon, if any.
(b) For a proposal to dissolve to be adopted: (1) The board of directors must approve the dissolution; (2) the board of directors must recommend dissolution to the members entitled to vote on the dissolution, if any, 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 members entitled to vote on the dissolution with the submission of the proposal to dissolve; and (3) the members entitled to vote on dissolution must approve the proposal to dissolve, either before or after the actions required in subdivisions (1) and (2) of this subsection 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 member entitled to vote on dissolution of the proposed members' meeting in accordance with section 33-1065. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.
(e) Unless sections 33-1000 to 33-1290, inclusive, 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 classes of members, the proposal to dissolve must be approved by: (1) If no class of members is entitled to vote separately as a class on the proposal to dissolve, at least two-thirds of the votes cast by the members entitled to vote thereon, and (2) if any class of members is entitled to vote separately as a class on the proposal to dissolve, at least two-thirds of the votes cast by the members of each such class.
(f) If the corporation has no members, or no members entitled to vote upon dissolution, dissolution shall be authorized by resolution adopted by the board of directors.
(P.A. 96-256, S. 116, 209.)
History: P.A. 96-256 effective January 1, 1997.
Source: official Connecticut text · Last verified 2026-08-27
Frequently Asked Questions About Connecticut § 33-1171
What does Connecticut General Statutes § 33-1171 cover?
Section 33-1171 ("Dissolution by resolution of board of directors and members.") is part of the Connecticut General Statutes, the codified statutory law of Connecticut. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Connecticut § 33-1171?
A common citation format is "Connecticut General Statutes § 33-1171" (Connecticut). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Connecticut law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Connecticut official source linked on this page or consult a licensed Connecticut attorney.
How does Connecticut § 33-1171 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Connecticut can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Connecticut.