reglab/housing_qa huggingface dataset:
CT Gen Stat § 33-642 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-642 - Certificate of incorporation or bylaws may require that internal corporate claims be brought in specified courts.

 (a) The certificate of incorporation or the bylaws of a corporation may require that any or all internal corporate claims be brought exclusively in any specified court or courts of this state and, if so specified, in any additional courts in this state or in any other jurisdictions with which the corporation has a reasonable relationship.(b) A provision of the certificate of incorporation or the bylaws adopted under subsection (a) of this section shall not have the effect of conferring jurisdiction on any court or over any person or claim, and shall not apply if none of the courts specified by such provision have the requisite personal and subject matter jurisdiction. If the court or courts of this state specified in a provision adopted under subsection (a) of this section do not have the requisite personal and subject matter jurisdiction and another court of this state does have such jurisdiction, then the internal corporate claim may be brought in such other court of this state, notwithstanding that such other court of this state is not specified in such provision, and in any other court specified in such provision that has the requisite jurisdiction.(c) No provision of the certificate of incorporation or the bylaws may prohibit bringing an internal corporate claim in the courts of this state or require such claims to be determined by arbitration.(d) As used in this section, “internal corporate claim” means, (1) any claim that is based upon a violation of a duty under the laws of this state by a current or former director, officer or shareholder in such capacity, (2) any derivative action or proceeding brought on behalf of the corporation, (3) any action asserting a claim arising pursuant to any provision of sections 33-600 to 33-998, inclusive, or the certificate of incorporation or bylaws, or (4) any action asserting a claim governed by the internal affairs doctrine that is not included in subdivisions (1) to (3), inclusive, of this subsection.(P.A. 17-108, S. 20.)
CT Gen Stat § 33-646 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-646 - Authorization to form corporation to transact insurance business.

 (a) A certificate authorizing the formation of a corporation to transact the business of an insurance company shall be issued by the Insurance Commissioner if the following is submitted to him by the incorporators and is deemed to be satisfactory: (1) The proposed certificate of incorporation, which shall state that the corporation has, as a purpose, the doing of an insurance business; (2) the proposed bylaws of the corporation; and (3) such information as the commissioner shall require to evaluate the objectives, management and control of the proposed corporation.(b) All expenses incurred by the commissioner in connection with proceedings under this section shall be paid by the person filing the application.(P.A. 94-186, S. 28, 215; P.A. 96-271, S. 23, 254.)History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace “articles” of incorporation with “certificate” of incorporation, effective January 1, 1997.
CT Gen Stat § 33-647 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-647 - General powers.

 Unless its certificate of incorporation provides otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitation power:(1) To sue and be sued, complain and defend in its corporate name;(2) To have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;(3) To make and amend bylaws, not inconsistent with its certificate of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation;(4) To purchase, receive, lease or otherwise acquire, and own, hold, improve, use and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;(5) To sell, convey, mortgage, pledge, lease, exchange and otherwise dispose of all or any part of its property;(6) To purchase, receive, subscribe for or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge or otherwise dispose of, and deal in and with shares or other interests in, or obligations of, any other entity;(7) To make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds and other obligations, which may be convertible into or include the option to purchase other securities of the corporation, and secure any of its obligations by mortgage or pledge of any of its property, franchises or income;(8) To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;(9) To be a promoter, partner, member, associate or manager of any partnership, joint venture, trust or other entity;(10) To conduct its business, locate offices and exercise the powers granted by sections 33-600 to 33-998, inclusive, within or without this state;(11) To elect directors and appoint officers, employees and agents of the corporation, define their duties, fix their compensation and lend them money and credit;(12) To pay pensions and establish pension plans, pension trusts, profit-sharing plans, share bonus plans, share option plans and benefit or incentive plans for any or all of its current or former directors, officers, employees and agents;(13) To make donations for the public welfare or for charitable, scientific or educational purposes;(14) To transact any lawful business that will aid government policy; and(15) To make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation.(P.A. 94-186, S. 29, 215; P.A. 96-271, S. 24, 254.)History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced “articles” of incorporation with “certificate” of incorporation where appearing, effective January 1, 1997.
CT Gen Stat § 33-648 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-648 - Emergency powers.

 (a) In anticipation of or during an emergency defined in subsection (d) of this section, the board of directors of a corporation may: (1) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and (2) relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.(b) During an emergency defined in subsection (d) of this section, unless emergency bylaws provide otherwise: (1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and (2) one or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.(c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation: (1) Binds the corporation; and (2) may not be used to impose liability on a corporate director, officer, employee or agent.(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.(P.A. 94-186, S. 30, 215.)History: P.A. 94-186 effective January 1, 1997.
CT Gen Stat § 33-649 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-649 - Ultra vires.

 (a) Except as provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.(b) A corporation's power to act may be challenged: (1) In a proceeding by a shareholder against the corporation to enjoin the act; or (2) in a proceeding by the corporation, directly, derivatively or through a receiver, trustee or other legal representative, against an incumbent or former director, officer, employee or agent of the corporation.(c) In a shareholder's proceeding under subdivision (1) of subsection (b) of this section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.(P.A. 94-186, S. 31, 215; P.A. 96-271, S. 25, 254.)History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 deleted Subsec. (b)(3) re challenge in a proceeding by the Attorney General under Sec. 33-896, effective January 1, 1997.
CT Gen Stat § 33-656 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-656 - Reserved name.

 (a) A person may reserve the exclusive use of a corporate name, including a corporate name of a foreign corporation, with such additional distinctive and distinguishing elements that the corporation agrees to use in this state exclusive of any other name as in the judgment of the Secretary of the State will be sufficient to distinguish its name, by delivering an application to the Secretary of the State for filing. The application shall set forth the name and address of the applicant and the name proposed to be reserved. If the Secretary of the State finds that the corporate name applied for is available, he shall reserve the name for the applicant's exclusive use for a period of one hundred twenty days.(b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the Secretary of the State a signed notice of the transfer that states the name and address of the transferee.(c) Any person for whom a specified corporate name has been reserved pursuant to this section may, during the period for which such name is reserved, terminate such reservation by filing in the office of the Secretary of the State an application for cancellation of reservation of corporate name, together with the applicable fee.(P.A. 94-186, S. 33, 215; P.A. 96-271, S. 27, 254.)History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 made a technical change in Subsec. (a) and added Subsec. (c) to authorize a person for whom a specified corporate name has been reserved to terminate such reservation, effective January 1, 1997.
CT Gen Stat § 33-657 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-657 - Registered name.

 (a) A foreign corporation may register its corporate name, or its corporate name with any addition required by section 33-925, if the name is distinguishable upon the records of the Secretary of the State from the names that are not available under subsection (b) of section 33-655.(b) A foreign corporation registers its corporate name, or its corporate name with any addition required by section 33-925, by delivering to the Secretary of the State for filing an application: (1) Setting forth its corporate name, or its corporate name with any addition required by section 33-925, the state or country and date of its incorporation, and a brief description of the nature of the business in which it is engaged; and (2) accompanied by a certificate of existence, or a document of similar import, from the state or country of incorporation.(c) The name is registered for the applicant's exclusive use upon the effective date of the application until the close of the calendar year in which the application for registration is filed.(d) A foreign corporation whose registration is effective may renew it for successive years by delivering to the Secretary of the State for filing a renewal application, which complies with the requirements of subsection (b) of this section, between October first and December thirty-first of the preceding year. The renewal application when filed renews the registration for the following calendar year.(P.A. 94-186, S. 34, 215; P.A. 96-271, S. 28, 254; P.A. 97-246, S. 6, 99.)History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace “corporate names that are not available under subdivision (3) of subsection (b) of section 33-655” with “names that are not available under subsection (b) of section 33-655”, effective January 1, 1997; P.A. 97-246 amended Subsec. (c) to provide that the name is registered until the close of the calendar year in which the application for registration is filed, effective June 27, 1997.
CT Gen Stat § 33-661 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-661 - Change of registered office or registered agent.

 (a) A corporation may change its registered office or registered agent by delivering to the Secretary of the State for filing a statement of change that sets forth: (1) The name of the corporation; (2) if the current registered office is to be changed, the street address of its current registered office and the street address of the new registered office; and (3) if the current registered agent is to be changed, the name of its current registered agent and the name of the new registered agent and the new agent's written consent, either on the statement or attached to it, to the appointment.(b) If the street address of a registered agent's business office changes, he may change the street address of the registered office of any corporation for which he is the registered agent by delivering a signed written notice of the change to the corporation and delivering to the Secretary of the State for filing a signed statement that complies with the requirements of subsection (a) of this section and recites that the corporation has been notified of the change.(P.A. 94-186, S. 36, 215; P.A. 96-271, S. 29, 254; P.A. 97-246, S. 8, 99; P.A. 11-147, S. 12.)History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 deleted Subsec. (a)(6) requiring the statement to set forth that after the change or changes are made the street addresses of its registered office and the business office of its registered agent will be identical, effective January 1, 1997; P.A. 97-246 amended Subsec. (a) to combine former Subdivs. (2) and (3) into Subdiv. (2), thereby providing that the statement must set forth the street address of the current registered office only if the current registered office is to be changed and combined former Subdivs. (4) and (5) into new Subdiv. (3), thereby providing that the statement must set forth the name of the current registered agent only if the current registered agent is to be changed, effective June 27, 1997; P.A. 11-147 amended Subsec. (b) to rephrase provision re change of street address of registered agent's business office and provide that agent may change address “by delivering a signed written notice of the change to the corporation and delivering to the Secretary of the State for filing a signed statement”, rather than “by notifying the corporation in writing of the change and signing, either manually or in facsimile, and delivering to the Secretary of the State for filing a statement”.
CT Gen Stat § 33-662 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-662 - Resignation of registered agent.

 (a) A registered agent may resign his agency appointment by signing and delivering to the Secretary of the State for filing the signed original and one exact or conformed copy of a statement of resignation. The statement may include a statement that the registered office is also discontinued.(b) After filing the statement, the Secretary of the State shall mail the copy to the corporation at its principal office.(c) The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed.(P.A. 94-186, S. 37, 215.)History: P.A. 94-186 effective January 1, 1997.
CT Gen Stat § 33-663 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-663 - Service of process on corporation.

 (a) A corporation's registered agent is the corporation's agent for service of process, notice or demand required or permitted by law to be served on the corporation. Service may be effected by any proper officer or other person lawfully empowered to make service by leaving a true and attested copy of the process, notice or demand with such agent or, in the case of an agent who is a natural person, by leaving it at such agent's usual place of abode in this state.(b) If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corporation may be served by any proper officer or other person lawfully empowered to make service by sending a true and attested copy of the process, notice or demand by registered or certified mail, return receipt requested, addressed to the secretary of the corporation at its principal office. Service is effective under this subsection at the earliest of: (1) The date the corporation receives the mail; (2) the date shown on the return receipt, if signed on behalf of the corporation; or (3) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postage prepaid and correctly addressed.(c) This section does not prescribe the only means, or necessarily the required means, of serving a corporation.(P.A. 94-186, S. 38, 215; P.A. 96-271, S. 30, 254; P.A. 97-246, S. 9, 10, 99.)History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to add provision authorizing service to be effected by leaving a copy with the agent or, in the case of an agent who is a natural person, at the agent's usual place of abode, effective January 1, 1997; P.A. 97-246 amended Subsecs. (a) and (b) to provide that service may be made by any proper officer or other person lawfully empowered to make service and amended Subsec. (b) to provide that the service sent to the corporation is a true and attested copy of the process, notice or demand, replace “perfected” with “effective” and replace “postpaid” with “postage prepaid”, effective June 27, 1997.See Sec. 1-2a re construction of references to “United States mail”, “postmark” or “registered or certified mail”.
CT Gen Stat § 33-666 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-666 - Terms of class or series of shares.

 (a) If the certificate of incorporation so provides, the board of directors is authorized, without shareholder approval, to: (1) Classify any unissued shares into one or more classes or into one or more series within a class; (2) reclassify any unissued shares of any class into one or more classes or into one or more series within one or more classes; or (3) reclassify any unissued shares of any series of any class into one or more classes or into one or more series within a class.(b) If the board of directors acts pursuant to subsection (a) of this section, it must determine the terms, including the preferences, rights and limitations, to the same extent permitted under section 33-665, of: (1) Any class of shares before the issuance of any shares of such class; or (2) any series within a class before the issuance of any shares of such series.(c) Before issuing any shares of a class or series created under this section, the corporation must deliver to the Secretary of the State for filing a certificate of amendment setting forth the terms determined under subsection (a) of this section.(P.A. 94-186, S. 40, 215; P.A. 96-271, S. 32, 33, 254; P.A. 03-158, S. 7.)History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace “articles” of incorporation with “certificate” of incorporation and amended Subsec. (d) to replace “articles” of amendment with “a certificate” of amendment, effective January 1, 1997; P.A. 03-158 amended Subsec. (a) by replacing provisions re board determination of preferences, limitations and relative rights of classes or series with provisions re board authorization, without shareholder approval, to classify or reclassify shares, classes or series, amended Subsec. (b) by replacing provision re distinguishing designation with provisions re determination of terms of class or series, deleted former Subsec. (c) re preferences, limitations and relative rights of shares of a series, redesignated existing Subsec. (d) as new Subsec. (c) and amended same by replacing provisions re contents of certificate of amendment which is effective without shareholder action with provisions re certificate of amendment to set forth terms determined under Subsec. (a).
CT Gen Stat § 33-667 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-667 - Issued and outstanding shares.

 (a) A corporation may issue the number of shares of each class or series authorized by the certificate of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted or cancelled.(b) The reacquisition, redemption or conversion of outstanding shares is subject to the limitations of subsection (c) of this section and to section 33-687.(c) At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.(P.A. 94-186, S. 41, 215; P.A. 96-271, S. 34, 254.)History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace “articles” of incorporation with “certificate” of incorporation, effective January 1, 1997.
CT Gen Stat § 33-668 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-668 - Fractional shares.

 (a) A corporation may: (1) Issue fractions of a share or pay in money the value of fractions of a share; (2) arrange for disposition of fractional shares by the shareholders; and (3) issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.(b) Each certificate representing scrip must be conspicuously labeled “scrip” and must contain the information required by subsection (b) of section 33-676.(c) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.(d) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including: (1) That the scrip will become void if not exchanged for full shares before a specified date; and (2) that the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.(P.A. 94-186, S. 42, 215; P.A. 96-271, S. 35, 254.)History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to add “and” prior to Subdiv. (3), effective January 1, 1997.