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CORPORATE DISSOLUTION PACKET: BUSINESS CORPORATION STATE OF CONNECTICUT Electronic Version STATUTORY REFERENCE CONNECTICUT STATUTES, §§ 33-880 through 33-903 INTRODUCTION There are two ways to dissolve a business corporation in the State of Connecticut: 1) by the incorporators or the initial directors if the corporation has not issued any shares or has not commenced business or 2) by board of directors and shareholders. If the corporation that has not issued shares or has not commenced business, a majority of the incorporators or initial directors of the corporation may dissolve the corporation by filing a certificate of dissolution with the Secretary of State. If the corporation has issued shares or commenced business, then the corporation may be dissolved if the board of directors recommends dissolution to the shareholders and the shareholders approve the dissolution. If the Board determines that special circumstances exist, or that there is some conflict with the board making a recommendation of dissolution, then the board will make no recommendation to the shareholders and advise the shareholders of why it is failing to make a recommendation. The board of directors may condition its submission of its proposal for dissolution on any basis. The shareholders entitled to vote on whether or not the corporation should be dissolved must be approved by the shareholders. Prior to a vote on any recommendation of the board, all shareholders must be notified of the proposed shareholders meeting to address the issue of dissolution. Unless the certificate of incorporation or the board of directors requires a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by a majority of all the votes entitled to be cast on that proposal. If the board's recommendation is approved by the shareholders, then a certificate of dissolution is filed with the Secretary of Sate. A corporation is dissolved upon the effective date of its certificate of dissolution. However, as important as following the correct procedures for "dissolving" the corporation are the actions which must be taken, the "winding up" of the corporate affairs, by the "dissolved" corporation after dissolution. A dissolved corporation continues its corporate existence, but it but may not carry on any business except that appropriate to wind up and liquidate its business and affairs. As part of the "winding up," the corporation may collect its assets, dispose of property that will not be distributed to shareholders, satisfy or make provision to satisfy its liabilities, and distribute any assets remaining after creditors have been satisfied to its shareholders. Generally speaking, the "dissolved" corporation can do anything necessary to wind up and liquidate its business affairs. Dissolution of a corporation does not transfer title to the corporation's property, does not prevent the transfer of corporate shares, does not subject the directors and officers to a different standard of care than before the dissolution, does not change any voting requirements, does not prevent transfer of the corporation's stock, does not stop any one from suing the corporation, does not stop any pending legal action, does not terminate the authority or obligations of the corporation's registered agent, and does not automatically render the shareholders liable for the debts of the corporation. Prior to the final act of dissolution, which is the distribution to the shareholders of assets left after the settlement of corporate obligations and debts, the corporation MUST obtain a current statements from the Connecticut Commissioner of Revenue Services and the Administrator of the unemployment compensation law showing either that the corporation has paid all its taxes and contributions or that it was not liable for any taxes or contributions, or that it has made adequate provisions, with such surety as shall be satisfactory to the Commissioner and/or the Administrator for the future payment of any unpaid taxes. When the corporation is dissolved, it must satisfy all known claims against it and all unknown claims against it. A corporation may satisfy and dispose of the known claims against it by following the procedure: The corporation must notify its known claimants in writing of the dissolution after the effective date of dissolution. This written notice must describe the information that must be included in a claim, must provide a mailing address where a claim may be sent, must state the deadline by which the corporation must receive the claim (this cannot be less than 120 days from the date of the written notice), and must state that the claim will be barred if not received by the deadline. A claim against the corporation is barred if a claimant who was given written notice under does not deliver the claim to the corporation by the deadline OR if a claimant whose claim was rejected by the corporation does not sue to enforce the claim within 90 days from the date of the rejection notice. Note: a "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. A corporation may satisfy and dispose of the unknown claims against it by following the procedure: The corporation may publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice. The notice must be published one time in a newspaper of general circulation in the county where the corporation's principal office is/was located or, if the corporation had no office in Connecticut, then in a newspaper of general circulation in the county where the corporations registered office is/was located. The notice must describe the information that must be included in a claim and provide a mailing address where the claim may be sent. The notice must also state that claims against the corporation will be barred unless a proceeding to enforce the claim is commenced within three years after the publication of the notice. If the corporation publishes a newspaper notice, claims against the corporation are unless the claimant commences a proceeding to enforce the claim against the corporation within three years after the publication date of the newspaper notice. Any entity having a claim against the corporation may enforce its claim against undistributed assets of the corporation, or if the assets have been distributed to shareholders, then against the shareholders. Claims against a shareholder of the corporation are limited to the shareholder's pro rata share of the claim or to the corporate assets distributed to the shareholder, whichever is less. A shareholder's total liability for all claims cannot exceed the total amount of assets distributed to the shareholder. CONNECTICUT STATUTES, § 33-903 PROVIDES "Assets of a dissolved corporation that should be transferred to a creditor, claimant or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited for safekeeping with the State Treasurer or other state official authorized to hold such assets. When the creditor, claimant or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the State Treasurer or such other state official shall pay him or his representative that amount." STEPS AND GUIDELINES TO DISSOLVE A CONNECTICUT CORPORATION Step 1: SEE FORM 1 - CERTIFICATE OF DISSOLUTION If the corporation has not issued stock or has not commenced business, then this form should be completed as follows (If the corporation has issued stock or commenced business, got to Step 2.): 1. Provide the name of the corporation. 2. Provide the date on which the dissolution was authorized by a majority of the incorporators or directors. 3. In Section A, check number 1 or number 2. NOTE: The Certificate provides a statement that you should read carefully. By signing the Certificate, you are averring that the statement is true and correct. 4. Skip Section B. 5. Provided the date the Certificate is being signed. 6. Have an incorporator or a director sign the Certificate. 7. File the original and one copy. Mail the original and one copy of the CERTIFICATE OF DISSOLUTION along with the filing fee (Make check payable to the Connecticut Secretary of State), to: Secretary of State 30 Trinity Street, Suite 210 Post Office Box 150470 Hartford, CT 06106-0470 A cover letter to send with CERTIFICATE OF DISSOLUTION is included in this packet. SEE FORM 2 – SAMPLE TRANSMITTAL LETTER Step 2: SEE FORM 1 - CERTIFICATE OF DISSOLUTION If the corporation has issued stock or has commenced business, follow the following procedures: 1. Have the Board adopt a resolution recommending the dissolution of the corporation to the shareholders SEE FORM A - RESOLUTION OF DIRECTORS 2. Mail a Notice of Special Meeting to EVERY shareholder. SEE FORM B - NOTICE OF SPECIAL MEETING 3. At the special Meeting the shareholders must approve the resolution. In the alternative, the shareholders can sign a Written Consent. SEE FORM C - WRITTEN CONSENT OF SHAREHOLDERS 4. SEE FORM 1 - CERTIFICATE OF DISSOLUTION 1. Provide the name of the corporation. 2. Provide the date on which the dissolution was authorized by a majority of the incorporators or directors. 3. Skip Section A. 4. In Section B, provide the total number of votes which could have been cast regarding the Resolution to dissolve the corporation, provide the number of votes in favor of dissolution, and provide the number of votes against the resolution. Check the statement if applicable. 5. Provided the date the Certificate is being signed. 6. Have an officer or a director sign the Certificate. 7. File the original and one copy. Mail the original and one copy of the CERTIFICATE OF DISSOLUTION along with the filing fee (Make check payable to the Connecticut Secretary of State), to: Secretary of State Commercial Recording Division 30 Trinity Street, Suite 210 Post Office Box 150470 Hartford, CT 06106-0470 A cover letter to send with CERTIFICATE OF DISSOLUTION is included in this packet. SEE FORM 2 - TRANSMITTAL LETTER Step 3: Once the corporation has been dissolved, you must complete the dissolution by doing the following (See introduction above for details regarding these requirements): 1. You MUST mail a notice to all known claimants. SEE FORM 3 . 2. You SHOULD publish a notice to unknown claimants in order to finally end any potential liability from this source. SEE FORM 4 ( this form is similar to Form 3, but it is not the same and includes important statutory differences and requirements from the Form 3 notice). 3. Prior to the final act of dissolution, which is the distribution to the shareholders of assets left after the settlement of corporate obligations and debts, the corporation MUST obtain a current statements from the Connecticut Commissioner of Revenue Services and the Administrator of the unemployment compensation law showing either that the corporation has paid all its taxes and contributions or that it was not liable for any taxes or contributions, or that it has made adequate provisions, with such surety as shall be satisfactory to the Commissioner and/or the Administrator for the future payment of any unpaid taxes. Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm FORM A RESOLUTION OF DIRECTORS RESOLUTION OF THE DIRECTORS OF _________________________________ Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the Directors of _________________________________________________________, a Connecticut corporation, upon motion duly made and seconded, the following resolution was adopted by a majority of the Directors present in person entitled to vote thereon: RESOLVED by the Directors of the Corporation as follows: ______________________________________________________________________________ ______________________________________________________________________________ Dated this the ______ day of _____________________________, 20___. _____________________________________ Director _____________________________________ Director _____________________________________ Director Attest: _____________________________________ Secretary FORM B NOTICE OF SPECIAL MEETING NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF _______________________________________ Pursuant to the By-Laws of the Corporation, a special meeting of the Shareholders of __________________________________________________________, a Connecticut corporation is called for the ______ day of ____________, 20__, at ______ ___.m., to be held at the following address: ___________________________________________ ___________________________________________ ___________________________________________ The Purpose of the meeting is to seek stockholder approval of the Resolution to Dissolve Corporation heretofore adopted by the Board of Directors. This Notice given on this the _________ day of ___________, 20___, by the Secretary of the Corporation at the direction of the Board of Directors, by mailing a true and correct copy of this Notice to the address of each shareholder on the records of the Corporation at least 10 days prior to such special meeting. __________________________ Secretary FORM C WRITTEN CONSENT OF THE STOCKHOLDERS WRITTEN CONSENT OF THE STOCKHOLDERS OF _________________________________ The undersigned, being all the shareholders of _______________________________________, a Connecticut corporation, hereby consent to the dissolution of the corporation. Dated this the ______ day of ______________________________, 20___. ____________________________________ Shareholder ____________________________________ Shareholder ____________________________________ Shareholder FORM 1 CERTIFICATE OF DISSOLUTION Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/CT/CT-Diss.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. Fill out this form, and mail it in as directed. FOLLOW THE INSTRUCTIONS ON THE FORM. FORM 2 SAMPLE TRANSMITTAL LETTER Return Name and Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ Date Secretary of State 30 Trinity Street, Suite 210 Post Office Box 150470 Hartford, CT 06106-0470 Re: Certificate of Dissolution Dear Sir: Enclosed please find an original and one copy of Certificate of Dissolution along with filing fee. Please file and provide a filed copy to me. Please contact me at the above address if you require anything further. With kindest regards, I am Sincerely yours, __________________________ Signature Enclosures Check # __________ Enclosed for $___________ FORM 3 NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION AND A REQUEST FOR CLAIMS NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION AND A REQUEST FOR CLAIMS Notice is given that a Certificate of Dissolution to dissolve ______________________________________________________________________________ (name of corporation), a Connecticut corporation with its office at ______________________________________________________________________________ (address of office), has been filed with the Secretary of State in accordance with the laws of the State of Connecticut. The corporation requests that all Claimants against the corporation provide written proof of their claims to the corporation at the following address: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ All claims must be in writing and must contain sufficient information reasonably to inform the corporation of the identity of the claimant and the substance of the claim. All claims must be received _________________________________________ (this date can be no earlier than 120 days from the date of this notice). All claims will be barred if not received by this date. DATE OF NOTICE: ______________________________ FORM 4 PUBLICATION NOTICE (NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION AND A REQUEST FOR CLAIMS) NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION AND A REQUEST FOR CLAIMS Notice is given that a Certificate of Dissolution to dissolve ______________________________________________________________________________ (name of corporation), a Connecticut corporation with its office at ______________________________________________________________________________ (address of office), has been filed with the Secretary of State in accordance with the laws of the State of Connecticut. The corporation requests that all Claimants against the corporation provide written proof of their claims to the corporation at the following address: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ All claims must be in writing and must contain sufficient information reasonably to inform the corporation of the identity of the claimant and the substance of the claim. All claims must be received _________________________________________ (this date can be no earlier than 120 days from the date of the publication of this notice). All claims will be barred if not received by this date unless a proceeding to enforce the claim is commenced within 3 years after the publication of this notice. DATE OF PUBLICATION: ______________________________