reglab/housing_qa huggingface dataset:
CT Gen Stat § 33-671 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-671 - Subscription for shares before incorporation.

 (a) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.(b) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series unless the subscription agreement specifies otherwise.(c) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.(d) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid more than twenty days after the corporation sends a written demand for payment to the subscriber.(e) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to section 33-672.(P.A. 94-186, S. 43, 215; P.A. 11-147, S. 13.)History: P.A. 94-186 effective January 1, 1997; P.A. 11-147 amended Subsec. (d) to make a technical change.
CT Gen Stat § 33-672 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-672 - Issuance of shares.

 (a) The powers granted in this section to the board of directors may be reserved to the shareholders by the certificate of incorporation.(b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed or other securities of the corporation.(c) Before the corporation issues shares, the board of directors must determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid and nonassessable.(d) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable.(e) The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid or the benefits received. If the services are not performed, the note is not paid or the benefits are not received, the issuance of the shares escrowed or restricted and the distributions credited may be rescinded in whole or part. Shares whose issuance have been so rescinded shall return to being authorized but unissued.(f) At the time of authorizing the issuance of convertible shares, the corporation shall provide for and at all times thereafter retain unissued sufficient shares of appropriate classes to satisfy the conversion privileges of all of its issued and outstanding convertible shares.(P.A. 94-186, S. 44, 215; P.A. 96-271, S. 36, 37, 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 and amended Subsec. (e) to provide that “the issuance of the shares escrowed or restricted and the distributions credited may be rescinded” rather than “the shares escrowed or restricted and the distributions credited may be cancelled” and add provision that shares whose issuance have been so rescinded shall return to being authorized but unissued, effective January 1, 1997.
CT Gen Stat § 33-673 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-673 - Liability of shareholders.

 (a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued as provided in section 33-672 or specified in the subscription agreement as provided in section 33-671.(b) Unless otherwise provided in the certificate of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that he may become personally liable by reason of his own acts or conduct.(P.A. 94-186, S. 45, 215; P.A. 96-271, S. 38, 254.)History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to replace “articles” of incorporation with “certificate” of incorporation, effective January 1, 1997.Subsec. (b):Although one might reasonably conclude that president of defendant corporation misapplied company assets to his personal use and inappropriately handled company finances, his actions did not warrant application of common-law exception to statutory protection against personal liability. 75 CA 27.
CT Gen Stat § 33-673a (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-673a - Definitions.

 As used in this section and sections 33-673b and 33-673c:(1) “Affiliate” means with respect to any specified person, any other person directly or indirectly controlling, controlled by or under common control with such specified person. As used in this subdivision, “control” has the same meaning given to that term in 17 CFR 240.12b-2, as amended from time to time;(2) “Domestic entity” means an entity whose internal affairs are governed by the law of this state;(3) “Entity” means (A) a business corporation, (B) a nonstock corporation, (C) a limited liability partnership, (D) a limited partnership, including a limited liability limited partnership, (E) a limited liability company, or (F) any other person that (i) has a separate legal existence, and (ii) is subject to a provision of the general statutes which provides that an interest holder of such person is not personally liable for a debt, obligation or other liability of such person solely by reason of being or acting as such interest holder;(4) “Governance interest” has the same meaning as provided in section 34-600;(5) “Governor” has the same meaning as provided in section 34-600;(6) “Interest” means (A) a governance interest in an entity, (B) a transferable interest in an entity, or (C) a share, membership interest or other ownership interest in an entity;(7) “Interest holder” has the same meaning as provided in section 34-600;(8) “Person” has the same meaning as provided in section 34-600; and(9) “Transferable interest” has the same meaning as provided in section 34-600.(P.A. 19-181, S. 1.)History: P.A. 19-181 effective July 9, 2019, and applicable to any civil action filed on or after July 9, 2019.
CT Gen Stat § 33-673c (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-673c - Liability of domestic entity based upon reverse veil piercing doctrine, not permitted.

 No domestic entity shall be responsible for a debt, obligation or other liability of an interest holder of such entity based upon a reverse veil piercing doctrine, claim or remedy.(P.A. 19-181, S. 3.)History: P.A. 19-181 effective July 9, 2019, and applicable to any civil action filed on or after July 9, 2019.
CT Gen Stat § 33-674 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-674 - Share dividends.

 (a) Unless the certificate of incorporation provides otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend.(b) Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless (1) the certificate of incorporation so authorizes, (2) a majority of the votes entitled to be cast by the class or series to be issued approve the issue, or (3) there are no outstanding shares of the class or series to be issued.(c) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.(P.A. 94-186, S. 46, 215; P.A. 96-271, S. 39, 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 § 33-675 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-675 - Share options and other equity compensation awards.

 (a) A corporation may issue rights, options or warrants for the purchase of shares or other securities of the corporation. The board of directors shall determine (1) the terms upon which the rights, options or warrants are issued, and (2) the terms upon which, including the consideration for which, the shares or other securities are to be issued. The authorization by the board of directors for the corporation to issue such rights, options or warrants constitutes authorization of the issuance of the shares or other securities for which the rights, options or warrants are exercisable.(b) The terms and conditions of such rights, options or warrants, including those outstanding on October 1, 2003, may include, but are not limited to, restrictions or conditions that: (1) Preclude or limit the exercise, transfer or receipt of such rights, options or warrants by any person or persons owning or offering to acquire a specified number or percentage of the outstanding shares or other securities of the corporation or by any transferee or transferees of any such person or persons; or (2) invalidate or void such rights, options or warrants held by any such person or persons or any such transferee or transferees.(c) The board of directors may authorize one or more officers to (1) designate the recipients of rights, options, warrants or other equity compensation awards that involve the issuance of shares, and (2) determine, within an amount and subject to any other limitations established by the board and, if applicable, the shareholders, the number of such rights, options, warrants or other equity compensation awards and the terms thereof to be received by the recipients, provided an officer may not use such authority to designate himself or herself, or any other persons as the board of directors may specify, as a recipient of such rights, options, warrants or other equity compensation awards.(P.A. 94-186, S. 47, 215; P.A. 03-158, S. 8; P.A. 10-35, S. 3.)History: P.A. 94-186 effective January 1, 1997; P.A. 03-158 designated existing provisions as Subsec. (a), amended same by adding provisions re other securities, deleting provision re form and content, adding provision re authorization by the board of directors and making technical changes, and added Subsec. (b) re restrictions on or conditions of rights, options or warrants; P.A. 10-35 added Subsec. (c) re designation and determination of rights, options, warrants or other equity compensation awards.
CT Gen Stat § 33-676 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-676 - Form and content of certificates.

 (a) Shares may but need not be represented by certificates. Unless sections 33-600 to 33-998, inclusive, or any other provision of the general statutes expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates.(b) At a minimum each share certificate shall state on its face: (1) The name of the issuing corporation and that it is organized under the law of this state; (2) the name of the person to whom issued; and (3) the number and class of shares and the designation of the series, if any, the certificate represents.(c) If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences and limitations applicable to each class and the variations in rights, preferences and limitations determined for each series, and the authority of the board of directors to determine variations for future series, shall be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.(d) Each share certificate (1) shall be signed either manually or in facsimile by two officers designated in the bylaws or by the board of directors and (2) may bear the corporate seal or its facsimile.(e) If the person who signed, either manually or in facsimile, a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.(P.A. 94-186, S. 48, 215.)History: P.A. 94-186 effective January 1, 1997.
CT Gen Stat § 33-677 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-677 - Shares without certificates.

 (a) Unless the certificate of incorporation or a bylaw provides otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.(b) Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by subsections (b) and (c) of section 33-676, and, if applicable, section 33-678.(P.A. 94-186, S. 49, 215; P.A. 96-271, S. 40, 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 and “bylaws” with “a bylaw”, effective January 1, 1997.
CT Gen Stat § 33-678 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-678 - Restriction on transfer of shares and other securities.

 (a) The certificate of incorporation, the bylaws, an agreement among shareholders or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.(b) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by subsection (b) of section 33-677. Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.(c) A restriction on the transfer or registration of transfer of shares is authorized: (1) To maintain the corporation's status when it is dependent on the number or identity of its shareholders; (2) to preserve exemptions under federal or state securities law; (3) for any other reasonable purpose.(d) A restriction on the transfer or registration of transfer of shares may: (1) Obligate the shareholder first to offer the corporation or other persons separately, consecutively or simultaneously an opportunity to acquire the restricted shares; (2) obligate the corporation or other persons separately, consecutively or simultaneously to acquire the restricted shares; (3) require the corporation, the holders of any class of its shares or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; (4) prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.(e) For purposes of this section, “shares” includes a security convertible into or carrying a right to subscribe for or acquire shares.(P.A. 94-186, S. 50, 215; P.A. 96-271, S. 41, 42, 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 and amended Subsec. (c) to make a technical change, effective January 1, 1997.
CT Gen Stat § 33-679 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-679 - Expense of issue.

 A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.(P.A. 94-186, S. 51, 215.)History: P.A. 94-186 effective January 1, 1997.
CT Gen Stat § 33-680 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-680 - Surrender of share certificates.

 The board of directors of a corporation may, from time to time, for any proper purpose, require shareholders to surrender their share certificates in exchange for new certificates, or for the entering thereof of an appropriate legend or notation, and may take reasonable measures to enforce such requirement. Without limiting the generality of the foregoing, the board of directors of the surviving corporation in a merger, or of a corporation the certificate of incorporation of which has been amended, may require shareholders holding share certificates which do not reflect such merger or amendment to surrender the same in exchange for new certificates, or for the entering thereon of an appropriate legend or notation, and may, after written notice thereof to such shareholders, refuse to pay dividends or make other distributions in respect of unsurrendered certificates, but in such case such dividends and distributions shall be accumulated for the benefit of the holders thereof, but with interest, until such certificates are so surrendered.(P.A. 94-186, S. 52, 215.)History: P.A. 94-186 effective January 1, 1997.
CT Gen Stat § 33-684 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-684 - Corporation's acquisition of its own shares.

 (a) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares.(b) If the certificate of incorporation prohibits the reissue of the acquired shares, the number of authorized shares is reduced by the number of shares acquired.(P.A. 94-186, S. 54, 215; P.A. 96-271, S. 44, 254; P.A. 03-18, S. 4.)History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to replace “articles” of incorporation with “certificate” of incorporation and amended Subsec. (c) to replace “articles” of amendment with “a certificate” of amendment, effective January 1, 1997; P.A. 03-18 amended Subsec. (b) to make a technical change and delete provision re reduction effective upon amendment of the certificate of incorporation and deleted former Subsec. (c) re adoption, filing and contents of certificate of amendment, effective July 1, 2003.
CT Gen Stat § 33-695 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-695 - Annual meeting.

 (a) Unless directors are elected by written consent in lieu of an annual meeting as permitted by section 33-698, a corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws, provided, if a corporation's certificate of incorporation authorizes shareholders to cumulate their votes when electing directors pursuant to section 33-712, directors may not be elected by less than unanimous written consent.(b) Annual shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office.(c) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.(P.A. 94-186, S. 56, 215; P.A. 09-55, S. 5.)History: P.A. 94-186 effective January 1, 1997; P.A. 09-55 amended Subsec. (a) to add exception re when directors are elected by written consent in lieu of annual meeting and add proviso that if certificate of incorporation authorizes cumulative voting when electing directors, directors may not be elected by less than unanimous written consent.
CT Gen Stat § 33-696 (2020)
2020 Connecticut General Statutes|Title 33 - Corporations|Chapter 601 - Business Corporations|Section 33-696 - Special meeting.

 (a) A corporation shall hold a special meeting of shareholders: (1) On call of its board of directors or the person or persons authorized to do so by the certificate of incorporation or bylaws; or (2) if the holders of at least ten per cent of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date and deliver to the corporation's secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held, except that if the corporation has a class of voting stock registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended from time to time, and no person held ten per cent or more of such votes on February 1, 1988, the corporation need not hold such meeting except upon demand of the holders of not less than thirty-five per cent of such votes.(b) If not otherwise fixed under section 33-697 or 33-701, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.(c) Special shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.(d) Only business within the purpose or purposes described in the meeting notice required by subsection (c) of section 33-699 may be conducted at a special shareholders' meeting.(P.A. 94-186, S. 57, 215; P.A. 96-271, S. 47, 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.Cited. 45 CS 101.