Section 32-11e - Corporation subsidiaries(a) The corporation may form one or more subsidiaries to carry out the public purposes of the corporation and may transfer to any such subsidiary any moneys and real or personal property of any kind or nature. Any such subsidiary may be organized as a stock or nonstock corporation or a limited liability company. Each such subsidiary shall have and may exercise such powers of the corporation as are set forth in the resolution of the corporation prescribing the purposes for which such subsidiary is formed and such other powers provided to it by law.(b)(1) Without limiting the authority of the corporation with respect to establishing other subsidiaries pursuant to subsection (a) of this section, the corporation may establish one or more subsidiaries to stimulate, encourage and carry out the remediation, development and financing of contaminated property within this state, in coordination with the Department of Energy and Environmental Protection, and to provide financial, developmental and environmental expertise to others including, but not limited to, municipalities, interested in or undertaking such remediation, development or financing which are determined to be public purposes for which public funds may be expended. The corporation may transfer to any such subsidiary any moneys and real or personal property.(2) No subsidiary formed under this subsection may provide for any bonded indebtedness of the state for the cost of any liability or contingent liability for the remediation of contaminated real property unless such indebtedness is specifically authorized by an act of the General Assembly. Each such subsidiary may do all things necessary or convenient to carry out the purposes of this subsection, section 12-81r, subsection (h) of section 22a-133m, subsection (b) of section 22a-133x, sections 22a-133aa, 22a-133bb and 22a-133dd, subsection (l) of section 22a-134a and sections 22a-452f, 32-7e and 32-23pp to 32-23rr, inclusive, including, but not limited to, (A) solicit, receive and accept aid, grants or contributions from any source of money, property or labor or other things of value, to be held, used and applied to carry out the purposes of this subsection, section 12-81r, subsection (h) of section 22a-133m, subsection (b) of section 22a-133x, sections 22a-133aa, 22a-133bb and 22a-133dd, subsection (l) of section 22a-134a and sections 22a-452f, 32-7e and 32-23pp to 32-23rr, inclusive, subject to the conditions upon which such grants and contributions may be made, including, but not limited to, gifts, grants or loans, from any department, agency or quasi-public agency of the United States or the state; (B) enter into agreements with persons upon such terms and conditions as are consistent with the purposes of such subsidiary to acquire or facilitate the remediation, development or financing of contaminated real or personal property; (C) to acquire, take title, lease, purchase, own, manage, hold and dispose of real and personal property and lease, convey or deal in or enter into agreements with respect to such property; (D) examine, inspect, rehabilitate, remediate or improve real or personal property or engage others to do so on such subsidiary's behalf, or enter into contracts therefor; (E) mortgage, convey or dispose of its assets and pledge its revenues to secure any borrowing, for the purpose of financing, refinancing, rehabilitating, remediating, improving or developing its assets, provided each such borrowing or mortgage shall be a special obligation of such subsidiary, which obligation may be in the form of notes, bonds, bond anticipation notes and other obligations issued by or to such subsidiary to the extent permitted under this section and sections 32-11c and 32-11d to fund and refund the same and provide for the rights of the holders thereof, and to secure the same by pledge of revenues, notes or other assets and which shall be payable solely from the assets, revenues and other resources of such subsidiary; (F) to create real estate investment trusts or similar entities or to become a member of a limited liability company or to become a partner in limited or general partnerships or establish other contractual arrangements with private and public sector entities as such subsidiary deems necessary to remediate, develop or finance environmentally contaminated property in the state; and (G) any other powers necessary or appropriate to carry out the purposes of this subsection, subsection (h) of section 22a-133m, subsection (b) of section 22a-133x, sections 22a-133aa, 22a-133bb and 22a-133dd, subsection (l) of section 22a-134a and sections 22a-452f, 32-7e and 32-23pp to 32-23rr, inclusive. The board of directors, chief executive officer, officers and staff of the corporation may serve as members of any advisory or other board which may be established to carry out the purposes of this subsection, subsection (h) of section 22a-133m, subsection (b) of section 22a-133x, sections 22a-133aa, 22a-133bb and 22a-133dd, subsection (l) of section 22a-134a and sections 22a-452f, 32-7e and 32-23pp to 32-23rr, inclusive.(c) Each subsidiary of the corporation shall be deemed a quasi-public agency for purposes of chapter 12 and shall have all the privileges, immunities, tax exemptions and other exemptions of the corporation. Each such subsidiary may sue and shall be subject to suit, provided its liability shall be limited solely to the assets, revenues and resources of the subsidiary and without recourse to the general funds, revenues, resources or any other assets of the corporation. Each such subsidiary is authorized to assume or take title to property subject to any existing lien, encumbrance or mortgage and to mortgage, convey or dispose of its assets and pledge its revenues to secure any borrowing, provided each such borrowing or mortgage shall be a special obligation of the subsidiary, which obligation may be in the form of bonds, bond anticipation notes and other obligations, to fund and refund the same and provide for the rights of the holders thereof, and to secure the same by pledge or revenues, notes and other assets and which shall be payable solely from the assets, revenues and other resources of the subsidiary. The corporation may assign to a subsidiary any rights, moneys or other assets it has under any governmental program. No subsidiary of the corporation shall borrow without the approval of the corporation.(d) Each such subsidiary shall act through its board of directors, at least one-half of which shall be members of the board of directors of the corporation or their designees or officers or employees of the corporation. A resolution of the corporation shall prescribe the purposes for which each such subsidiary is formed.(e) The provisions of section 1-125 and this subsection shall apply to any officer, director, designee or employee appointed as a member, director or officer of any such subsidiary. Any such person so appointed shall not be personally liable for the debts, obligations or liabilities of any such subsidiary as provided in section 1-125. The subsidiary shall, and the corporation may, save harmless and indemnify such officer, director, designee or employee as provided by section 1-125.(f) The corporation, or such subsidiary, may take such actions as are necessary to comply with the provisions of the Internal Revenue Code of 1986, or any subsequent corresponding internal revenue code of the United States, as amended from time to time, to qualify and maintain any such subsidiary as a corporation exempt from taxation under said code.(g) The corporation may make loans to each such subsidiary from its assets and the proceeds of its bonds, notes and other obligations, provided the source and security for the repayment of such loans is derived from the assets, revenues and resources of the subsidiary.(h) Notwithstanding any other provision of the general statutes, the Commissioner of Energy and Environmental Protection shall issue to the corporation or any subsidiary of such corporation a covenant not to sue pursuant to section 22a-133aa or 22a-133bb, as applicable, without fee, as otherwise required in subsection (c) of section 22a-133aa for the remediation of a facility in accordance with an approved remediation plan.Conn. Gen. Stat. § 32-11e
( June 12 Sp. Sess. P.A. 12-1, S. 150; P.A. 13-123, S. 12; P.A. 14-88, S. 6.)
Amended by P.A. 19-0022,S. 4 of the Connecticut Acts of the 2019 Regular Session, eff. 6/13/2019.Amended by P.A. 14-0088, S. 6 of the Connecticut Acts of the 2014 Regular Session, eff. 6/3/2014.