Sec.12-2-8. Notice concerning dissolution

(a) Preamble. Each dissolved stock corporation organized under the laws of this state shall send the notice concerning dissolution which is described in subsection (b) of this section to the commissioner of revenue services, whether or not the corporation elects to proceed in respect of creditors as provided under section 33-379 (d). In the event that the corporation elects to proceed in respect of creditors as provided under section 33-379 (d), the notice required under that section shall also be sent to the commissioner of revenue services, whether or not the department of revenue services is a known creditor of the corporation. In the event that the corporation elects not to proceed in respect of creditors as provided under section 33-379 (d), a current statement from the commissioner of revenue services showing that the corporation has paid all its taxes, that it was not liable for any taxes or that it has made adequate provisions for the future payment of any of its unpaid taxes shall also be obtained. Failure to send the notice required under section 33-379 (d), if the corporation elects to proceed thereunder, or failure to obtain the current statement required under section 33-380 (b), if the corporation elects not to proceed under section 33-379 (d), shall expose to suit (1) the corporation, by virtue of section 33-378 (e); (2) a shareholder in a derivative capacity, by virtue of section 33-378 (e) and (f) and section 33-359, if the shareholder has received a distribution of assets from the corporation, knowing the distribution to be improper under chapter 599; and (3) a director, by virtue of section 33-321 (b), if the director voted for a distribution of assets improper under chapter 599. Subsection (b) of this section describes the required content of the notice concerning dissolution which shall be sent to the commissioner of revenue services by each dissolved stock corporation organized under the laws of this state. Subsection (c) of this section describes the procedure which must be followed in sending the notice concerning dissolution which is described in subsection (b) of this section.

(b) Required contents of notice. The required contents of the notice concerning dissolution include—

(1) a copy of the notice required to be published under section 33-379 (a) plus a statement indicating the dates of publication of the notice in the Connecticut Law Journal plus a statement indicating the name of the newspaper having a general circulation in the town of the corporation's principal office in which the notice is published and the dates of publication.

(2) a statement indicating the name of the person to which, the place at which and the time within which claims against the corporation are to be presented.

(3) a statement indicating whether the corporation has elected to proceed in respect of creditors as provided in section 33-379 (d) or whether the corporation is seeking to obtain the current statement from the commissioner as provided in section 33-380 (b).

(4) if the corporation elects to proceed in respect of creditors as provided under section 33-379 (d), a copy of the notice required to be published under section 33-379 (d) plus a statement indicating the dates of publication of the notice in the Connecticut Law Journal plus the name of the newspaper having a general circulation in the town of the corporation's principal office in which the notice is published and the dates of publication.

(5) a statement indicating the tax registration number assigned by the commissioner of revenue services to the corporation.

(c) Procedure. The notice concerning dissolution shall be served by registered or certified mail in a plain cover, envelope or other appropriate wrapper, postage prepaid, to the following address: Department of Revenue Services, 92 Farmington Avenue, Hartford, Connecticut 06105, Att: Division Chief, Office Services Subdivision, Audit Division. The caption "NOTICE CONCERNING DISSOLUTION" must appear on the cover, envelope or wrapper.

(Effective December 19, 1984)