Complete guide to the Connecticut Certificate of Dissolution. Learn filing steps, approval methods, form details, and how FastFile helps you close a corporation.
Guide to the Connecticut Certificate of Dissolution for Corporations
Filing the Connecticut Certificate of Dissolution is the required step for officially ending a stock corporation under Connecticut law. Before submitting Form CDRS-1, the corporation must confirm that dissolution has been properly authorized, either by incorporators, directors, or shareholders, depending on the corporation’s status.
What Is the Connecticut Certificate of Dissolution?
The Connecticut Certificate of Dissolution is the official filing used to end the legal existence of a stock corporation under Connecticut law. Once submitted to the Connecticut Secretary of the State, this form confirms that the corporation has completed all required steps, including authorizing dissolution, addressing outstanding obligations, and beginning the winding-up process.
Form CDRS-1 records the date dissolution was approved and specifies whether authorization came from incorporators, directors, or shareholders. Filing this certificate removes the corporation from active status and completes the formal dissolution procedure under the Connecticut Business Corporation Act.
Methods of Authorizing Dissolution in Connecticut
Connecticut recognizes more than one method for approving dissolution. The correct method depends on whether the corporation has issued shares, commenced business, or operates under the authority of directors and shareholders.
1. Dissolution by Incorporators or Initial Directors
If a Connecticut corporation has not issued shares or has not begun business, the incorporators or initial directors may authorize dissolution. This option allows early-stage corporations to close without a shareholder vote.
Form CDRS-1 requires the filer to confirm that the corporation has no unpaid debts and, if shares were issued, that all remaining assets have been distributed. This method provides a straightforward path for dissolving corporations that never entered active operations.
What Is the Connecticut Certificate of Dissolution?
2. Dissolution by Directors and Shareholders
Corporations that have issued shares or begun business must follow a more structured approval process. The board of directors must first adopt a resolution proposing dissolution.
Shareholders then vote to approve the decision according to the requirements set by the corporation’s governing documents and Connecticut law. Form CDRS-1 includes a dedicated section for confirming that the board and shareholders approved the dissolution in compliance with statutory rules.
Requirements Before Filing the Certificate of Dissolution
Before filing the Connecticut Certificate of Dissolution, a corporation must complete several internal and legal requirements to ensure proper closure.
- Confirming corporate records
The corporation must review its official records to ensure all details such as the corporate name, authorization date, and governance documents are accurate and current. Any inconsistencies may delay acceptance of the dissolution filing.
- Ensuring all debts are paid
A corporation must settle all outstanding financial obligations before dissolution. If the corporation has not issued shares or begun business, it must confirm that no unpaid debts exist. If shares were issued, debts must be satisfied through the winding-up process.
- Requirements for distributing net assets if shares were issued
If the corporation issued shares, all remaining assets must be distributed to shareholders based on ownership rights. Form CDRS-1 requires the filer to confirm that distributions have been completed as part of the dissolution process.
- Completing winding-up procedures
Winding up includes closing accounts, completing final transactions, addressing contractual duties, and preparing the corporation for termination. These steps ensure the corporation exits the state registry without remaining obligations.
How to Complete the Connecticut Certificate of Dissolution (Form CDRS-1)
Completing Form CDRS-1 correctly is essential for the Secretary of the State to process the dissolution.
1. Section 1 – Name of Corporation
Enter the exact legal name of the corporation as recorded with the Connecticut Secretary of the State. The name must match state records without any variations in spelling, punctuation, or format.
2. Section 2 – Date Dissolution Was Authorized
Provide the full date (month, day, year) when dissolution was approved. This date must reflect the official action taken by incorporators, directors, or shareholders.
3. Section 3 – Selecting Block A or Block B
This section determines which legal method was used to authorize dissolution:
- Block A is used when incorporators or initial directors approve dissolution for a corporation that has not issued shares or commenced business.
- Block B is used when the board of directors and shareholders approve dissolution for an active corporation.
Only one block should be selected. Each block contains required statements confirming compliance with Connecticut corporate laws.
4. Section 4 – Execution Requirements
The form must be signed by an authorized corporate officer. The signature confirms that all statements are accurate and comply with the Connecticut Business Corporation Act. The signer must include their printed name, title, and the date of signing. Submitting a correctly executed form ensures the dissolution request is legally valid and ready for processing.
Revocation of Dissolution
- Revocation must be filed within 120 days
Connecticut allows a corporation to revoke its Connecticut Certificate of Dissolution within 120 days from the effective date. During this period, the corporation may restore its active status by filing a Certificate of Revocation with the Secretary of the State.
This option is available if the corporation decides to continue operations or discovers that dissolution was authorized in error. Filing within the permitted period ensures the corporation remains recognized as an existing entity without the need to form a new corporation.
- Requires the same approval level as the original dissolution
The method used to authorize revocation must match the method used to authorize dissolution. For example, if shareholders approved the dissolution, shareholders must also approve the revocation. This requirement ensures consistency with the Connecticut Business Corporation Act and confirms that the decision reflects proper internal governance.
- Requires accurate completion of state forms
To revoke a dissolution, the corporation must submit the correct state form with complete information, including the corporate name, authorization date, and certification from an authorized officer. Proper filing helps restore the corporation’s legal standing without delays.
How to Complete the Connecticut Certificate of Dissolution (Form CDRS-1)
Winding-Up After Dissolution
- Settle outstanding debts and obligations
After filing the Connecticut Certificate of Dissolution, the corporation must pay remaining debts, fulfill contracts, and address financial duties. Completing these steps ensures the corporation closes its affairs responsibly and complies with Connecticut corporate law.
- Distribute remaining assets to shareholders
If the corporation issued shares, any remaining assets must be distributed to shareholders based on their ownership rights. This distribution is part of the winding-up process and must be completed before the corporation finishes its legal existence.
- Close accounts and finalize administrative tasks
The corporation must complete tasks such as closing bank accounts, ending registrations, notifying agencies, and securing final tax filings. This step ensures that the corporation’s operations are fully concluded and prevents future administrative issues.
- Maintain corporate records for future reference
Even after dissolution, the corporation should retain documents such as resolutions, tax filings, financial records, and a copy of the Connecticut Certificate of Dissolution. These records may be needed for audits, inquiries, or verification.
Common Mistakes to Avoid
- Selecting the wrong authorization block on Form CDRS-1
A frequent error is choosing Block A when the corporation has issued shares or begun business, or Block B when it has not. Choosing the wrong block causes delays and may result in rejection of the Connecticut Certificate of Dissolution.
- Providing an incorrect corporate name or authorization date
The corporate name and date of dissolution authorization must match state records. Errors in these fields create processing issues and can lead to state rejection.
- Filing before completing required winding-up duties
Some corporations file for dissolution before paying debts or distributing assets. Connecticut law requires these steps to be completed or fully planned before submitting the certificate.
Common Mistakes to Avoid
- Missing or incorrect execution information
The form must include the correct signature, title, and printed name of an authorized officer. Missing execution details or an unauthorized signer will prevent the state from accepting the filing.
- Not retaining copies of filed documents
Failing to keep copies of the dissolution form, authorizing resolutions, and notices may cause problems later. Retaining records supports future inquiries and maintains compliance.
Conclusion
Filing the Connecticut Certificate of Dissolution is a significant step in closing a corporation and ensuring its records are properly updated with the Secretary of the State. The form requires accurate information, including the authorization date, the correct corporate name, and the choice between incorporator approval or shareholder approval.
For corporations seeking reliable assistance, FastFile provides complete support throughout the dissolution process. FastFile prepares Form CDRS-1 based on your corporation’s records, confirms that the correct authorization method is selected, and ensures all required statements match Connecticut’s corporate laws.
Their team checks the corporate name, authorization date, and execution details for accuracy before submission. FastFile also guides you through winding-up duties, mailing instructions, and any additional steps needed so the dissolution is processed correctly by the state.By choosing FastFile, your corporation benefits from careful document preparation, precise form completion, and dependable filing support from start to finish.