Connecticut Corporation Voluntary Dissolution and Closure Packet

CONNECTICUT CORPORATION VOLUNTARY DISSOLUTION AND CLOSURE PACKET

Important Use Gate

Use only for a solvent domestic business corporation pursuing voluntary dissolution. Do not use for a nonprofit, professional, public-benefit, regulated, foreign, insolvent, bankrupt, judicially dissolved, administratively dissolved, merged, converted, or control-disputed entity without a separate current-law workflow.

Do not file this packet. Download the current state filing and instructions immediately before submission. A saved fee, form number, signature method, or portal route is not authoritative.

1. Corporation and Route Profile

Attach the articles and amendments, bylaws, stock ledger, voting agreements, shareholder agreements, board and shareholder records, current state entity record, financial statements, tax records, contracts, claims, liens, and insurance information.

2. Connecticut Approval Gate

Section 33-881 is the board-and-shareholder approval route identified by the current official chapter. Under subsection (e), the ordinary approval threshold is a majority of all votes entitled to be cast, unless the certificate or board requires more or voting groups apply. Subsection (f) instead requires at least two-thirds of the voting power of each entitled voting group for a corporation incorporated before January 1, 1997, unless its certificate expressly provides otherwise. Record the applicable notice, voting-group, and approval facts in the matrix before action.

Core approval source verified for this packet: Conn. Gen. Stat. § 33-881 (dissolution by board and shareholders).

Do not authorize dissolution until every applicable constituency, notice, quorum, vote, consent, and appraisal-right issue is documented from current authority.

3. Internal Approval Record

Board Resolution

The board reviewed the corporation's governing documents, capitalization, financial condition, claims, contracts, taxes, employees, property, insurance, permits, data, and closure plan.

RESOLVED, that the board proposes the attached terms of voluntary dissolution for submission to the shareholders for their approval;

RESOLVED, that the board [RECOMMENDS the proposal to the shareholders / DETERMINES that it should make no recommendation because of the following conflicts of interest or other special circumstances, or the application of Conn. Gen. Stat. § 33-754: [BASIS]; and DIRECTS that this basis be transmitted to the shareholders];

RESOLVED, that [NAME / TITLE] is authorized to coordinate winding up and prepare current state filings, but may submit a filing only after counsel confirms all statutory and form prerequisites;

RESOLVED, that no shareholder distribution may be made until liabilities and legally sufficient reserves have been reviewed and approved.

Shareholder Approval Record

Attach the meeting notice, delivery proof, proposal, board recommendation or permitted explanation, voting ledger, proxies, ballots, minutes, and any written consents.

4. Filing and Effectiveness Control

After authorization, the corporation may dissolve by filing a certificate of dissolution stating its name, authorization date, and, if shareholders approved it, that the approval met the act and certificate of incorporation. Dissolution takes effect on the certificate's effective date. Confirm the current filing form and any additional filing instructions before submission. Do not treat internal approval, state acceptance, tax closure, and completion of winding up as interchangeable events. Conn. Gen. Stat. § 33-882(a)-(b).

5. Winding-Up Workplan

After the certificate takes effect, the corporation continues to exist for winding up and liquidation, but may conduct no other business. Conn. Gen. Stat. § 33-884(a).

6. Claims and Distribution Control

Do not improvise a claim-bar notice, publication period, rejection deadline, or distribution priority. Use a statutory claims procedure only after counsel verifies every current content, recipient, delivery, publication, response, security, and limitations requirement.

Final distribution gate: Before any final liquidating distribution to shareholders, obtain current statements from both the Commissioner of Revenue Services and the unemployment compensation administrator. Each must show, to that official's knowledge and belief, that the corporation paid the relevant taxes or contributions, owes none, or made adequate provision for unpaid amounts with surety satisfactory to that official. Record and retain both statements. Conn. Gen. Stat. § 33-885.

7. Tax, Agency, and Foreign-Qualification Register

A state dissolution filing does not by itself close federal, tax, payroll, unemployment, sales-tax, licensing, permit, benefit-plan, unclaimed-property, or foreign-registration accounts.

8. Completion and Records Certificate

The responsible persons report that approval and filing records are complete; assets, liabilities, claims, taxes, employees, contracts, permits, insurance, data, and foreign registrations were addressed or assigned; reserves and distributions were approved; and the final state status was confirmed.

Final counsel authorization: [FILE / HOLD / FURTHER REVIEW]