Connecticut § 33-1181 - Administrative dissolution.

§ 33-1181. Administrative dissolution.

Sec. 33-1181. Administrative dissolution. (a) The Secretary of the State may effect the administrative dissolution of a corporation as provided in this section.

(b) Whenever any corporation is more than two years in default of filing its annual report as required by section 33-1243, the Secretary of the State may notify such corporation by electronic mail addressed to such corporation and sent to the corporation's electronic mail address as last shown on the Secretary's records that under the provisions of this section the corporation is to be administratively dissolved. Unless the corporation, within three months of the sending of such notice, files such annual report, the Secretary of the State shall prepare and file in the Secretary's office a certificate of administrative dissolution stating that the delinquent corporation has been administratively dissolved by reason of its default.

(c) Whenever it comes to the attention of the Secretary of the State that a corporation has failed to maintain a registered agent or that such registered agent cannot, with reasonable diligence, be found at the address shown in the records of his office, the Secretary of the State may notify such corporation by electronic mail addressed to such corporation sent to such corporation at its electronic mail address as last shown on the Secretary's records that under the provisions of this section the corporation is to be administratively dissolved. Unless the corporation within three months of the mailing of such notice files an appointment of registered agent, the Secretary of the State shall prepare and file in his office a certificate of administrative dissolution stating that the delinquent corporation has been administratively dissolved by reason of its default.

(d) Dissolution shall be effective upon the filing by the Secretary of the State in his office of such certificate of administrative dissolution.

(e) After filing the certificate of administrative dissolution, the Secretary of the State shall: (1) Send a copy thereof to the delinquent corporation, addressed to such corporation at its electronic mail address as last shown on the Secretary's records, and (2) cause notice of the filing of such certificate of administrative dissolution to be posted on the office of the Secretary of the State's Internet web site for a period of sixty days following the date on which the Secretary of the State files the certificate of administrative dissolution.

(P.A. 96-256, S. 124, 209; P.A. 14-154, S. 7; P.A. 19-40, S. 9; P.A. 24-111, S. 25.)

History: P.A. 96-256 effective January 1, 1997; P.A. 14-154 added new Subsec. (b) re administrative dissolution of corporation that is in default of filing annual report, redesignated existing Subsecs. (b) to (d) as Subsecs. (c) to (e) and amended redesignated Subsec. (e) by deleting requirements that certificate of administrative dissolution be sent by registered or certified mail and published in 2 successive issues of the Connecticut Law Journal and by adding requirement that Secretary of the State cause notice of filing of certificate of administrative dissolution to be posted on the office's web site, effective January 1, 2015; P.A. 19-40 amended Subsec. (b) by replacing “registered or certified mail” with “first class mail” and by making technical changes, effective January 1, 2020; P.A. 24-111 amended Subsec. (b) by replacing “first class mail” with “electronic mail”, by replacing “at its principal office” with “sent to the corporation's electronic mail address” and by making technical changes, amended Subsec. (c) by replacing “registered or certified mail” with “electronic mail”, by replacing “at its principal office” with “sent to the corporation's electronic mail address” and by making technical changes and amended Subsec. (e) by replacing “principal office” with “electronic mail address” and by making technical changes, effective January 1, 2025.