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
| Item | Verified information |
|---|---|
| Exact legal name | [________________________________] |
| State file or entity number | [________________________________] |
| Incorporation date | [________________________________] |
| Shares ever issued? | [YES / NO / UNCERTAIN] |
| Outstanding classes and series | [________________________________] |
| Voting groups | [________________________________] |
| Directors and officers | [________________________________] |
| Solvency analysis | [________________________________] |
| Known, disputed, contingent, and unmatured claims | [________________________________] |
| Foreign qualifications | [________________________________] |
| Target approval date | [________________________________] |
| Target filing date | [________________________________] |
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. Record its complete current vote, quorum, notice, and voting-group rules in the approval matrix before action; this packet does not supply a saved threshold.
Core approval source verified for this packet: Conn. Gen. Stat. § 33-881 (dissolution by board and shareholders).
| Approval issue | Current authority | Facts / calculation | Counsel conclusion |
|---|---|---|---|
| No-share or pre-business route | [________] | [________] | [________] |
| Board action and recommendation | [________] | [________] | [________] |
| Conflict or no-recommendation route | [________] | [________] | [________] |
| Shareholder notice recipients and content | [________] | [________] | [________] |
| Quorum | [________] | [________] | [________] |
| General voting threshold | [________] | [________] | [________] |
| Separate class or voting-group approval | [________] | [________] | [________] |
| Written-consent route | [________] | [________] | [________] |
| Articles, bylaws, or agreement variation | [________] | [________] | [________] |
| Appraisal or dissent rights | [________] | [________] | [________] |
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 [ADOPTS / PROPOSES / RECOMMENDS] voluntary dissolution under the current Connecticut approval route documented above;
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.
| Director | Vote | Date | Record location |
|---|---|---|---|
| [________] | [FOR / AGAINST / ABSTAIN] | [________] | [________] |
Shareholder Approval Record
| Shareholder / voting group | Votes entitled | Required approval | Votes for / against / abstain | Approved |
|---|---|---|---|---|
| [________] | [________] | [________] | [________] | [YES / NO] |
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
| Filing control | Verified current answer | Official source | Checked on |
|---|---|---|---|
| Correct dissolution document | [________] | [________] | [________] |
| Current form or online workflow | [________] | [________] | [________] |
| Required statements and attachments | [________] | [________] | [________] |
| Authorized signer and signature method | [________] | [________] | [________] |
| Fee and payment method | [________] | [________] | [________] |
| Filing delivery method | [________] | [________] | [________] |
| Effective-on-filing, delayed-date, or event options | [________] | [________] | [________] |
| State status prerequisites | [________] | [________] | [________] |
| Revocation or abandonment window | [________] | [________] | [________] |
| Acceptance evidence retained | [________] | [________] | [________] |
Confirm whether state law uses one filing to commence dissolution, a later filing after winding up, or another sequence. Do not treat internal approval, state acceptance, tax closure, and completion of winding up as interchangeable events.
5. Winding-Up Workplan
| Workstream | Responsible person | Status | Evidence / reserve |
|---|---|---|---|
| Stop new ordinary business except reviewed wind-up activity | [________] | [________] | [________] |
| Collect receivables, deposits, refunds, and other property | [________] | [________] | [________] |
| Resolve contracts, leases, licenses, permits, and guarantees | [________] | [________] | [________] |
| Address employees, payroll, benefits, and records | [________] | [________] | [________] |
| Address federal, state, local, and foreign taxes | [________] | [________] | [________] |
| Preserve records, data, insurance, and litigation holds | [________] | [________] | [________] |
| Resolve or reserve for all liabilities and claims | [________] | [________] | [________] |
| Complete lawful shareholder distributions | [________] | [________] | [________] |
| Withdraw foreign qualifications and assumed names | [________] | [________] | [________] |
| Close bank, merchant, digital, and vendor accounts | [________] | [________] | [________] |
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.
| Claimant or obligation | Basis | Amount/status | Notice route | Payment, resolution, or reserve |
|---|---|---|---|---|
| [________] | [________] | [________] | [________] | [________] |
| Asset or cash | Gross value | Lien / cost | Reserve | Net distribution | Recipient and basis |
|---|---|---|---|---|---|
| [________] | [________] | [________] | [________] | [________] | [________] |
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.
| Agency / jurisdiction | Account or filing | Current closure instruction | Due date | Completed / proof |
|---|---|---|---|---|
| IRS | [________] | [________] | [________] | [________] |
| Connecticut tax agency | [________] | [________] | [________] | [________] |
| Labor / unemployment agency | [________] | [________] | [________] | [________] |
| Local agency | [________] | [________] | [________] | [________] |
| Foreign jurisdiction | [________] | [________] | [________] | [________] |
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.
| Completion item | Reviewer | Date | Evidence |
|---|---|---|---|
| Approval and voting record | [________] | [________] | [________] |
| State filing accepted | [________] | [________] | [________] |
| Claims and reserves complete | [________] | [________] | [________] |
| Taxes and agency accounts complete | [________] | [________] | [________] |
| Distributions complete | [________] | [________] | [________] |
| Records custodian and retention plan | [________] | [________] | [________] |
Final counsel authorization: [FILE / HOLD / FURTHER REVIEW]
About this template
- Last updated
- August 28, 2026
- Citations checked
- August 28, 2026
- Jurisdiction
- Connecticut
- Category
- Corporate & Business
Legal authority
- Conn. Gen. Stat. § 33-881 (dissolution by board and shareholders)
Corporate documents govern how a company makes decisions, records them, and handles disputes between owners, directors, and officers. Proper corporate paperwork is what lets a business take advantage of limited liability, pass clean audits, and survive an acquisition or investor review. Skipping formalities like written resolutions and signed consents is one of the fastest ways for a business owner to lose personal asset protection.
Not legal advice
This template is provided for informational purposes. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Checked against the law it cites
A reviewer verified this template's legal citations against the official source on August 28, 2026.
Conn. Gen. Stat. § 33-881 (dissolution by board and shareholders) (checked August 28, 2026): "Sec. 33-881. Dissolution by board of directors and shareholders."
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