AN ACT CONCERNING POLITICAL SPENDING AND STATE-GRANTED CORPORATE POWERS.

Senate
sSB461 / File No. 568 1

General Assembly File No. 568
February Session, 2026 Substitute Senate Bill No. 461

Senate, April 9, 2026

The Committee on Government Administration and Elections
reported through SEN. FLEXER of the 29th Dist., Chairperson
of the Committee on the part of the Senate, that the substitute
bill ought to pass.

AN ACT CONCERNING POLITICAL SPENDING AND STATE-
GRANTED CORPORATE POWERS.
Be it enacted by the Senate and House of Representatives in General
Assembly convened:

Section 1. (NEW) ( Effective January 1, 2027 ) (a) Notwithstanding the 1
provisions of any general statute or special act, or any certificate of 2
incorporation filed or bylaw adopted thereunder, no corporation 3
formed in this state, or authorized to transact business or conduct affairs 4
in this state, pursuant to any general statute or special act shall have the 5
power to make any expenditure, as defined in section 9 -601b of the 6
general statutes, unless such expenditure is made by a political 7
committee, as defined in section 9 -601 of the general statutes, 8
established by such corporation. 9
(b) Any corporation who violates the provisions of subsection (a) of 10
this section shall be subject to, as applicable, dissolution of its corporate 11
form in accordance with the provisions of section 33 -890 of the general 12
statutes, as amended by this act, or 33 -1181 of the general statutes, as 13
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amended by this act, or any similar provision of a special act regarding 14
such dissolution, or revocation of its certificate of authority to transact 15
business or conduct affairs in this state in accordance with the 16
provisions of section 33-936 or 33-1226 of the general statutes. 17
Sec. 2. Section 33 -647 of the general statutes is repealed and the 18
following is substituted in lieu thereof (Effective January 1, 2027): 19
Unless its certificate of incorporation provides otherwise, every 20
corporation has perpetual duration and succession in its corporate name 21
and has the same powers as an individual to do all things necessary or 22
convenient to carry out its business and affairs, including without 23
limitation power: 24
(1) To sue and be sued, complain and defend in its corporate name; 25
(2) To have a corporate seal, which may be altered at will, and to use 26
it, or a facsimile of it, by impressing or affixing it or in any other manner 27
reproducing it; 28
(3) To make and amend bylaws, not inconsistent with its certificate of 29
incorporation or with the laws of this state, for managing the business 30
and regulating the affairs of the corporation; 31
(4) To purchase, receive, lease or otherwise acquire, and own, hold, 32
improve, use and otherwise deal with, real or personal property, or any 33
legal or equitable interest in property, wherever located; 34
(5) To sell, convey, mortgage, pledge, lease, exchange and otherwise 35
dispose of all or any part of its property; 36
(6) To purchase, receive, subscribe for or otherwise acquire, own, 37
hold, vote, use, sell, mortgage, lend, pledge or otherwise dispose of, and 38
deal in and with shares or other interests in, or obligations of, any other 39
entity; 40
(7) To make contracts and guarantees, incur liabilities, borrow 41
money, issue its notes, bonds and other obligations, which may be 42
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convertible into or include the option to purchase other securities of the 43
corporation, and secure any of its obligations by mortgage or pledge of 44
any of its property, franchises or income; 45
(8) To lend money, invest and reinvest its funds, and receive and hold 46
real and personal property as security for repayment; 47
(9) To be a promoter, partner, member, associate or manager of any 48
partnership, joint venture, trust or other entity; 49
(10) To conduct its business, locate offices and exercise the powers 50
granted by sections 33 -600 to 33 -998, inclusive, within or without this 51
state; 52
(11) To elect directors and appoint officers, employees and agents of 53
the corporation, define their duties, fix their compensation and lend 54
them money and credit; 55
(12) To pay pensions and establish pension plans, pension trusts, 56
profit-sharing plans, share bonus plans, share option plans and benefit 57
or incentive plans for any or all of its current or former directors, 58
officers, employees and agents; 59
(13) To make donations for the public welfare or for charitable, 60
scientific or educational purposes; 61
(14) To transact any lawful business that will aid government policy; 62
and 63
(15) To make payments or donations, or do any other act, not 64
inconsistent with law, that furthers the business and affairs of the 65
corporation, except that such corporation shall not make any 66
expenditure, as defined in section 9 -601b, unless such expenditure is 67
made by a political committee, as defined in section 9-601, that has been 68
established by such corporation. 69
Sec. 3. Section 33 -890 of the general statutes is repealed and the 70
following is substituted in lieu thereof (Effective January 1, 2027): 71
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(a) The Secretary of the State may effect the administrative 72
dissolution of a corporation as provided in this section. 73
(b) Whenever any corporation is more than one year in default of 74
filing its annual report as required by section 33-953, the Secretary of the 75
State may notify such corporation by electronic mail addressed to such 76
corporation and sent to the corporation's electronic mail address as last 77
shown on the Secretary's records that under the provisions of this 78
section the corporation is to be administratively dissolved. Unless the 79
corporation, within three months of the sending of such notice, files 80
such annual report, the Secretary of the State shall prepare and file in 81
the Secretary's office a certificate of administrative dissolution stating 82
that the delinquent corporation has been administratively dissolved by 83
reason of its default. 84
(c) Whenever it comes to the attention of the Secretary of the State 85
that a corporation has failed to maintain a registered agent or that such 86
registered agent cannot, with reasonable diligence, be found at the 87
address shown in the records of [his] the Secretary's office, the Secretary 88
of the State may notify such corporation by electronic mail addressed 89
and sent to such corporation at its electronic mail address as last shown 90
on the Secretary's records that under the provisions of this section the 91
corporation is to be administratively dissolved. Unless the corporation , 92
within three months of the mailing of such notice, files an appointment 93
of registered agent, the Secretary of the State shall prepare and file in 94
[his] the Secretary's office a certificate of administrative dissolution 95
stating that the delinquent corporation has been administratively 96
dissolved by reason of its default. 97
(d) Whenever the Secretary of the State is notified by the State 98
Elections Enforcement Commission that the commission has 99
determined, pursuant to section 9-7b, that a corporation has violated the 100
provisions of subsection (a) of section 1 of this act, the Secretary of the 101
State may notify such corporation by electronic mail addressed and sent 102
to such corporation at its electronic mail address as last shown on the 103
Secretary's records that under the provisions of this section the 104
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corporation is to be administratively dissolved. The Secretary of the 105
State shall enter a certificate of dissolution upon the record of the 106
corporation not later than ninety days after notifying such corporation, 107
except that the Secretary shall delay entering such certificate upon 108
receipt of notification from the State Elections Enforcement Commission 109
that its determination has been appealed in accordance with the 110
provisions of chapter 54. Upon resolution of such appeal, the State 111
Elections Enforcement Commission shall notify the Secretary of the 112
State as to whether such certificate of dissolution may be entered upon 113
the record of such corporation. Upon receipt of such notification, the 114
Secretary of the State shall enter such certificate immediately. 115
[(d)] (e) Dissolution shall be effective upon the filing by the Secretary 116
of the State in [his] the Secretary's office of such certificate of 117
administrative dissolution. 118
[(e)] (f) After filing the certificate of administrative dissolution, the 119
Secretary of the State shall: (1) Send a copy thereof to the delinquent 120
corporation, addressed to such corporation at its electronic mail address 121
as last shown on the Secretary's records; and (2) cause notice of the filing 122
of such certificate of administrative dissolution to be posted on the office 123
of the Secretary of the State's Internet web site for a period of sixty days 124
following the date on which the Secretary of the State files the certificate 125
of administrative dissolution. 126
Sec. 4. Section 33 -935 of the general statutes is repealed and the 127
following is substituted in lieu thereof (Effective January 1, 2027): 128
The Secretary of the State may commence a proceeding under section 129
33-936 to revoke the certificate of authority of a foreign corporation 130
authorized to transact business in this state if: (1) The foreign 131
corporation has failed to file its annual report with the Secretary of the 132
State; (2) the foreign corporation does not pay within sixty days after 133
they are due any license fees, franchise taxes or penalties imposed by 134
sections 33 -600 to 33 -998, inclusive, or other law; (3) the foreign 135
corporation is without a registered agent or registered office in this state 136
for sixty days or more; (4) the foreign corporation does not inform the 137
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Secretary of the State under section 33 -927 or 33 -928 that its registered 138
agent or registered office has changed, that its registered agent has 139
resigned or that its registered office has been discontinued within sixty 140
days of the change, resignation or discontinuance; (5) an incorporator, 141
director, officer or agent of the foreign corporation signed a document 142
he knew was false in any material respect with intent that the document 143
be delivered to the Secretary of the State for filing; [or] (6) the Secretary 144
of the State receives a duly authenticated certificate from the secretary 145
of the state or other official having custody of corporate records in the 146
state or country under whose law the foreign corporation is 147
incorporated stating that it has been dissolved or disappeared as the 148
result of a merger; or (7) the Secretary of the State is notified by the State 149
Elections Enforcement Commission that the commission has 150
determined, pursuant to section 9 -7b, that the foreign corporation has 151
violated the provisions of subsection (a) of section 1 of this act, except 152
that the Secretary shall delay such revocation upon receipt of 153
notification from the commission that its determination has been 154
appealed in accordance with the provisions of chapter 54. Upon 155
resolution of such appeal, the State Elections Enforcement Commission 156
shall notify the Secretary of the State as to whether such revocation may 157
be resumed. Upon receipt of such notification, the Secretary of the State 158
shall resume such revocation immediately. 159
Sec. 5. Section 33 -1036 of the general statutes is repealed and the 160
following is substituted in lieu thereof (Effective January 1, 2027): 161
Unless its certificate of incorporation provides otherwise, every 162
corporation has perpetual duration and succession in its corporate name 163
and has the same powers as an individual to do all things necessary or 164
convenient to carry out its affairs, including without limitation power: 165
(1) To sue and be sued, complain and defend in its corporate name; 166
(2) To have a corporate seal, which may be altered at will, and to use 167
it, or a facsimile of it, by impressing or affixing it or in any other manner 168
reproducing it; 169
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(3) To make and amend bylaws, not inconsistent with its certificate of 170
incorporation or with the laws of this state, for managing and regulating 171
the affairs of the corporation; 172
(4) To purchase, receive, lease or otherwise acquire, and own, hold, 173
improve, use and otherwise deal with, real or personal property, or any 174
legal or equitable interest in property, wherever located, including the 175
power to take property of any description or any interest therein by gift, 176
devise or bequest; 177
(5) To sell, convey, mortgage, pledge, lease, exchange and otherwise 178
dispose of all or any part of its property; 179
(6) To purchase, receive, subscribe for or otherwise acquire, own, 180
hold, vote, use, sell, mortgage, lend, pledge or otherwise dispose of, and 181
deal in and with shares or other interests in, or obligations of, any other 182
entity; 183
(7) To make contracts and guarantees, incur liabilities, borrow 184
money, issue its notes, bonds and other obligations, and secure any of 185
its obligations by mortgage or pledge of any of its property, franchises 186
or income; 187
(8) To lend money, invest and reinvest its funds, and receive and hold 188
real and personal property as security for repayment; 189
(9) To be a promoter, partner, member, associate or manager of any 190
partnership, joint venture, trust or other entity; 191
(10) To conduct its activities, locate offices and exercise the powers 192
granted by sections 33-1000 to 33-1290, inclusive, within or without this 193
state; 194
(11) To elect directors and appoint officers, employees and agents of 195
the corporation, define their duties and fix their compensation; 196
(12) To pay pensions and establish pension plans, pension trusts and 197
other benefit or incentive plans for any or all of its current or former 198
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directors, officers, employees and agents; 199
(13) To make donations not inconsistent with law for the public 200
welfare or for charitable, scientific or educational purposes and for other 201
purposes that further the corporate interest , except that such 202
corporation shall not make any expenditure, as defined in section 9 -203
601b, unless such expenditure is made by a political committee, as 204
defined in section 9-601, that has been established by such corporation; 205
(14) To transact any lawful activity that will aid government policy; 206
(15) To impose or levy fines, penalties, dues, assessments, admission 207
and transfer fees upon its members; 208
(16) To establish conditions for admission of members, admit 209
members and issue memberships and certificates evidencing 210
membership; 211
(17) To carry on one or more businesses; 212
(18) To make payments or donations, or do any other act, not 213
inconsistent with law, that furthers the activities and affairs of the 214
corporation, except that such corporation shall not make any 215
expenditure, unless such expenditure is made by a political committee 216
that has been established by such corporation; and 217
(19) To enter into any arrangement with others for any union of 218
interest with respect to any activities which the corporation has power 219
to conduct by itself, even if such arrangement involves sharing or 220
delegation of control of such activities with or to others. 221
Sec. 6. Section 33 -1181 of the general statutes is repealed and the 222
following is substituted in lieu thereof (Effective January 1, 2027): 223
(a) The Secretary of the State may effect the administrative 224
dissolution of a corporation as provided in this section. 225
(b) Whenever any corporation is more than two years in default of 226
filing its annual report as required by section 33 -1243, the Secretary of 227
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the State may notify such corporation by electronic mail addressed to 228
such corporation and sent to the corporation's electronic mail address as 229
last shown on the Secretary's records that under the provisions of this 230
section the corporation is to be administratively dissolved. Unless the 231
corporation, within three months of the sending of such notice, files 232
such annual report, the Secretary of the State shall prepare and file in 233
the Secretary's office a certificate of administrative dissolution stating 234
that the delinquent corporation has been administratively dissolved by 235
reason of its default. 236
(c) Whenever it comes to the attention of the Secretary of the State 237
that a corporation has failed to maintain a registered agent or that such 238
registered agent cannot, with reasonable diligence, be found at the 239
address shown in the records of [his] the Secretary's office, the Secretary 240
of the State may notify such corporation by electronic mail addressed to 241
such corporation sent to such corporation at its electronic mail address 242
as last shown on the Secretary's records that under the provisions of this 243
section the corporation is to be administratively dissolved. Unless the 244
corporation within three months of the mailing of such notice files an 245
appointment of registered agent, the Secretary of the State shall prepare 246
and file in [his] the Secretary's office a certificate of administrative 247
dissolution stating that the delinquent corporation has been 248
administratively dissolved by reason of its default. 249
(d) Whenever the Secretary of the State is notified by the State 250
Elections Enforcement Commission that the commission has 251
determined, pursuant to section 9-7b, that a corporation has violated the 252
provisions of subsection (a) of section 1 of this act, the Secretary of the 253
State may notify such corporation by electronic mail addressed and sent 254
to such corporation at its electronic mail address as last shown on the 255
Secretary's records that under the provisions of this section the 256
corporation is to be administratively dissolved. The Secretary of the 257
State shall enter a certificate of dissolution upon the record of the 258
corporation not later than ninety days after notifying such corporation, 259
except that the Secretary shall delay entering such certificate upon 260
receipt of notification from the State Elections Enforcement Commission 261
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that its determination has been appealed in accordance with the 262
provisions of chapter 54. Upon resolution of such appeal, the State 263
Elections Enforcement Commission shall notify the Secretary of the 264
State as to whether such certificate of dissolution may be entered upon 265
the record of such corporation. Upon receipt of such notification, the 266
Secretary of the State shall enter such certificate immediately. 267
[(d)] (e) Dissolution shall be effective upon the filing by the Secretary 268
of the State in [his] the Secretary's office of such certificate of 269
administrative dissolution. 270
[(e)] (f) After filing the certificate of administrative dissolution, the 271
Secretary of the State shall: (1) Send a copy thereof to the delinquent 272
corporation, addressed to such corporation at its electronic mail address 273
as last shown on the Secretary's records, and (2) cause notice of the filing 274
of such certificate of administrative dissolution to be posted on the office 275
of the Secretary of the State's Internet web site for a period of sixty days 276
following the date on which the Secretary of the State files the certificate 277
of administrative dissolution. 278
Sec. 7. Section 33 -1225 of the general statutes is repealed and the 279
following is substituted in lieu thereof (Effective January 1, 2027): 280
The Secretary of the State may commence a proceeding under section 281
33-1226 to revoke the certificate of authority of a foreign corporation 282
authorized to conduct affairs in this state if: (1) The foreign corporation 283
has failed to file its annual report with the Secretary of the State; (2) the 284
foreign corporation does not pay within sixty days after they are due 285
any license fees, franchise taxes or penalties imposed by sections 33-1000 286
to 33-1290, inclusive, or other law; (3) the foreign corporation is without 287
a registered agent or registered office in this state for sixty days or more; 288
(4) the foreign corporation does not inform the Secretary of the State 289
under section 33-1217 or 33 -1218 that its registered agent or registered 290
office has changed, that its registered agent has resigned or that its 291
registered office has been discontinued within sixty days of the change, 292
resignation or discontinuance; (5) an incorporator, director, officer or 293
agent of the foreign corporation signed a document he knew was false 294
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in any material respect with intent that the document be delivered to the 295
Secretary of the State for filing; [or] (6) the Secretary of the State receives 296
a duly authenticated certificate from the secretary of the state or other 297
official having custody of corporate records in the state or country under 298
whose law the foreign corporation is incorporated stating that it has 299
been dissolved or disappeared as the result of a merger ; or (7) the 300
Secretary of the State is notified by the State Elections Enforcement 301
Commission that the commission has determined, pursuant to section 302
9-7b, that the foreign corporation has violated the provisions of 303
subsection (a) of section 1 of this act, except that the Secretary shall delay 304
such revocation upon receipt of notification from the commission that 305
its determination has been appealed in accordance with the provisions 306
of chapter 54. Upon resolution of such appeal, the State Elections 307
Enforcement Commission shall notify the Secretary of the State as to 308
whether such revocation may be resumed. Upon receipt of such 309
notification, the Secretary of the State shall resume such revocation 310
immediately. 311
This act shall take effect as follows and shall amend the following
sections:

Section 1 January 1, 2027 New section
Sec. 2 January 1, 2027 33-647
Sec. 3 January 1, 2027 33-890
Sec. 4 January 1, 2027 33-935
Sec. 5 January 1, 2027 33-1036
Sec. 6 January 1, 2027 33-1181
Sec. 7 January 1, 2027 33-1225

Statement of Legislative Commissioners:
In Sections 3(c) and (e), and 6(c) and (e), "his office" was changed to "[his]
the Secretary's office" for consistency.

GAE Joint Favorable Subst.

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The following Fiscal Impact Statement and Bill Analysis are prepared for the benefit of the members of
the General Assembly, solely for purposes of information, summarization and explanation and do not
represent the intent of the General Assembly or either chamber thereof for any purpose. In general,
fiscal impacts are based upon a variety of informational sources, including the analyst’s professional
knowledge. Whenever applicable, agency data is consulted as part of the analysis, however final
products do not necessarily reflect an assessment from any specific department.

OFA Fiscal Note

State Impact:
Agency Affected Fund-Effect FY 27 $ FY 28 $
Resources of the General Fund GF - Potential
Revenue Loss
See Below See Below
Note: GF=General Fund

Municipal Impact: None
Explanation
The bill prohibits corporations from making political expenditures
unless through that corporation's political action committee (PAC) and
lays out a process by which a corporation may be administratively
dissolved for noncompliance, resulting in a potential loss of revenue to
the Resources of the General Fund beginning in FY 27.
The potential revenue loss is associated with the additional
corporations that would be subject to administrative dissolution under
the bill. The exact revenue loss will depend on the number of violations
and dissolutions processed.
The Out Years
The annualized ongoing fiscal impact identified above would
continue into the future , subject to the number of violations and
dissolutions processed due to the provisions of the bill.

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OLR Bill Analysis
sSB 461

AN ACT CONCERNING POLITICAL SPENDING AND STATE -
GRANTED CORPORATE POWERS.

SUMMARY
This bill prohibits corporations (whether formed in Connecticut or
authorized to conduct business here) from making expenditures ( as
defined under the state’s campaign finance laws; see BACKGROUND)
unless they are made by a corporation’s political committee (PAC; see
BACKGROUND).
The prohibition applies regardless of existing state law or any
corporation’s filed certificate of incorporation or the related bylaws.
Corporations that violate this requirement may be subject to (1)
administrative dissolution or (2) revocation of their c ertificate of
authority to conduct business in the state (§ 1). (This prohibition may be
seen as an unconstitutional condition on free speech and may be
vulnerable to challenge as violating a corporation’s constitutional First
Amendment rights and existing U.S. Supreme Court precedent.
Presumably, it does not affect a corporation’s ability to make
independent expenditures (IEs) under state or federal law (see
BACKGROUND).)
Under current law, the state gives certain general powers to both for-
profit and non-profit corporations formed or doing business here, such
as the authority to make payments or donations or conduct other lawful
acts to further the corporation’s business affairs. The bill restricts these
powers by adding the prohibition described above (§§ 2 & 5).
Under the bill, if the State Elections Enforcement Commission (SEEC)
notifies the secretary of the state (SOTS) that it has determined a
corporation formed under Connecticut law violated the prohibition, the
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secretary may notify the corporation, through an email as last shown in
her records, that it will be administratively dissolved. Unless, within 90
days after SOTS notif ies the corporation, SEEC gives SOTS
documentation of the corporation’s appeal of the determination under
the Uniform Administrative Procedures Act (UAPA), SOTS must file a
certificate of administrative dissolution and note the reason. If SEEC
notifies SOTS about an appeal, the dissolution is stayed. Once the appeal
is resolved, SEEC must not ify SOTS as to whether she must proceed
with the dissolution. If so, she must file the certificate immediately (§§ 3
& 6).
The bill establishes substantially similar procedures for revoking
foreign (non -Connecticut) corporations’ certificate of authority to do
business in the state for violating the bill’s prohibition, but it does not
provide a specific deadline for SOTS to wa it for SEEC’s notification of
an appeal before she may proceed with the revocation (§§ 4 & 7).
(Presumably, under the bill, SOTS may choose not to notify the
corporation, as the bill appears to give her discretion, and therefore not
trigger the administrative dissolution or revocation procedures.)
EFFECTIVE DATE: January 1, 2027
BACKGROUND
Expenditures and Contributions Under Campaign Finance Law
Under s tate law an “expenditure,” with certain exceptions, is
generally any purchase, payment, distribution, loan, advance, deposit,
or gift of money or anything of value, when made to promote the
success or defeat of any candidate, referendum question, or political
party (CGS § 9-601b).
Similarly, individuals and committees are limited in the amount of
contributions they may give to candidates or other committees. With
certain exceptions, contributions include expenditures and any gift,
subscription, loan, advance, payment or deposit of money or anything
of value, made to promote the success or defeat of any candidate,
referendum question, or political party (CGS § 9-601a).
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These limits vary depending on the type of contributor and the
receiving committee or candidate (for example, PACs formed by
business entities may only give $5,000 to a gubernatorial candidate that
is not receiving public campaign funding).
Independent Expenditures
State law authorizes persons (including individuals, entities, and
committees) to make unlimited IEs, which are expenditures made
without the consent, coordination, or consultation of a (1) candidate or
candidate’s agent, (2) candidate committee, (3) PAC, or (4) party
committee (CGS § 9 -601c). Federal law has a similar definition and
authorization (11 C.F.R. § 100.16).
PAC
A PAC is (1) a committee organized by a business entity or
organization; (2) persons other than individuals, or two or more
individuals organized or acting jointly conducting activities in or
outside the state ; (3) an exploratory committee ; (4) a committee
established by or on behalf of a slate of candidates in a primary for the
office of justice of the peace, but not a candidate committee or a party
committee; or (5) a legislative caucus or legislative leadership committee
(CGS § 9-601(3)).
SEEC Authority
By law, SEEC receives complaints from SOTS, registrars of voters,
town clerks, and individuals under oath about alleged election law
violations. It investigates and holds hearings as it deems appropriate
and may issue subpoenas and levy civil penalties (CGS § 9-7b(a)).
Related Case
In 2010, the U.S. Supreme Court ruled in Citizens United v. Federal
Election Commission , that corporations and unions have the same
political speech rights as individuals under the First Amendment. It
found no compelling government interest for prohibiting corporations
and unions from using their general treasury funds to make election -
related independent expenditures. Correspondingly, it struck down a
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federal law banning this practice and overruled two of its prior
decisions.
COMMITTEE ACTION
Government Administration and Elections Committee
Joint Favorable Substitute
Yea 13 Nay 6 (03/23/2026)