reglab/statecodes huggingface dataset:
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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”.
2023 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.
2023 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”.
2023 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).
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
Section arguably expresses legislative intent to prevent courts from applying the doctrine of reverse veil piercing, but effective date was prospective and does not affect court's decision to apply reverse veil piercing to an action commenced prior to the effective date of the section, July 9, 2019. 332 C. 394.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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) Unless the board of directors determines that an annual shareholders' meeting shall be held solely by means of remote communication in accordance with subsection (c) of section 33-703, such meeting (1) may be held in or out of this state at the place stated in or fixed in accordance with the bylaws, or (2) 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; P.A. 21-39, S. 10.)
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; P.A. 21-39 amended Subsec. (b) to add provision re board of directors determination to hold meeting solely by means of remote communication, add Subdiv. designators (1) and (2) and make a conforming change, effective June 14, 2021.
2023 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 all the votes entitled to be cast by the holders of such class of voting stock 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) Unless the board of directors determines that a special shareholders' meeting shall be held solely by means of remote communication in accordance with subsection (c) of section 33-703, such meeting (1) may be held in or out of this state at the place stated in or fixed in accordance with the bylaws, or (2) 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; P.A. 21-39, S. 11.)
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; P.A. 21-39 amended Subsec. (a)(2) by replacing “such votes” with “all the votes entitled to be cast by the holders of such class of voting stock” and amended Subsec. (c) by adding provision re board of directors determination to hold meeting solely by means of remote communication, adding Subdiv. designators (1) and (2) and making a conforming change, effective June 14, 2021.
2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 601 - Business Corporations › Section 33-697. - Court-ordered meeting.

(a) The superior court for the judicial district where a corporation's principal office or, if none in this state, its registered office is located may summarily order a meeting to be held: (1) On application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held or action by written consent in lieu thereof did not become effective within the earlier of six months after the end of the corporation's fiscal year or fifteen months after its last annual meeting; or (2) on application of a shareholder who signed a demand for a special meeting valid under section 33-696, if: (A) Notice of the special meeting was not given within thirty days after the date the demand was delivered to the corporation's secretary; or (B) the special meeting was not held in accordance with the notice.
(b) Unless the bylaws require a meeting of shareholders to be held at a place, the court may fix the time of the meeting, determine whether the meeting will be held at a place or solely by remote communication, and, if the meeting is to be held at a place, the place of the meeting, determine the shares entitled to participate in the meeting, specify a record date or dates for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting. The court may order the meeting to be held solely by means of remote communication in compliance with section 33-703 subject to such guidelines and procedures as the court may order, including implementation of the measures specified in subsection (b) of said section.
(P.A. 94-186, S. 58, 215; P.A. 09-55, S. 6; P.A. 11-147, S. 3; P.A. 21-39, S. 12.)
History: P.A. 94-186 effective January 1, 1997; P.A. 09-55 amended Subsec. (a)(1) to authorize ordering of a meeting if action by written consent in lieu of annual meeting did not become effective within specified time period; P.A. 11-147 amended Subsec. (b) to authorize court to specify record “dates”; P.A. 21-39 amended Subsec. (b) by adding provisions re court order to hold meeting solely by remote communication, effective June 14, 2021.