Connecticut § 33-1173 - Revocation of dissolution.

§ 33-1173. Revocation of dissolution.

Sec. 33-1173. Revocation of dissolution. (a) A corporation may revoke its dissolution within one hundred and twenty days of its effective date.

(b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless, in the case of a corporation with members entitled to vote on the dissolution, that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without member action.

(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the Secretary of the State for filing a certificate of revocation of dissolution that (1) sets forth: (A) The name of the corporation; (B) the effective date of the dissolution that was revoked; (C) the date that the revocation of dissolution was authorized; (D) if the corporation's board of directors, or incorporators, revoked the dissolution, a statement to that effect; (E) if the corporation's board of directors revoked a dissolution authorized by members, a statement that revocation was permitted by action of the board of directors alone pursuant to that authorization; and (F) if member action was required to revoke the dissolution, the information required by subdivision (3) of subsection (a) of section 33-1172; and (2) if the name of the corporation whose dissolution is to be revoked is no longer available, is accompanied by an amendment of the certificate of incorporation which changes the name of the corporation to an available name.

(d) Revocation of dissolution is effective upon the effective date of the certificate of revocation of dissolution.

(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred.

(P.A. 96-256, S. 118, 209; P.A. 97-246, S. 70, 99; P.A. 98-137, S. 46, 62; 98-219, S. 33, 34; P.A. 03-18, S. 50; P.A. 04-257, S. 53.)

History: P.A. 96-256 effective January 1, 1997; P.A. 97-246 amended Subsec. (c) to delete requirement that the corporation include a copy of its certificate of dissolution with the certificate of revocation of dissolution that it delivers to the Secretary of the State for filing and add new Subdiv. (7) requiring delivery of an amendment of the certificate of incorporation identifying an available name if the name of the corporation whose dissolution is to be revoked is no longer available, effective June 27, 1997; P.A. 98-137 amended Subsec. (c)(7) to require that certificate be accompanied by an amendment which “changes the name of the corporation to an available name” rather than “identifies an available name”, effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 03-18 amended Subsec. (c)(6) by deleting reference to Sec. 33-1172(b), effective July 1, 2003; P.A. 04-257 made technical changes in Subsec. (c), effective June 14, 2004.