Title 33, Title 33: Corporations

Sec. 33-665. Authorized shares. (a) The certificate of incorporation shall set forth any classes of shares and series of shares within a class, and the number of shares of each class and series, that the corporation is authorized to issue. If more than one class or series of shar…

Sec. 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) r…

Sec. 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 …

Sec. 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 …

Secs. 33-669 and 33-670. Reserved for future use. (B) ISSUANCE OF SHARES

Sec. 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…

Sec. 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 …

Sec. 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 33-67…

Sec. 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 …

Sec. 33-673b. Limitation on liability of an interest holder of a domestic entity. Application of veil piercing doctrine, when permitted. (a) A statutory limitation on the liability of an interest holder of a domestic entity for a debt, obligation or other liability of such domest…

Sec. 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…

Sec. 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 subsec…

Sec. 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 warra…

Sec. 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 iden…

Sec. 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 autho…

Sec. 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 s…

Sec. 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.

Sec. 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 …

Secs. 33-681 and 33-682. Reserved for future use. (C) SUBSEQUENT ACQUISITION OF SHARES

Sec. 33-683. Shareholder's preemptive rights. (a) The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent the certificate of incorporation so provides or as set forth in subsection (d) of this section. (b)…

Sec. 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 …

Secs. 33-685 and 33-686. Reserved for future use. (D) DISTRIBUTIONS

Sec. 33-687. Distributions to shareholders. (a) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the certificate of incorporation and the limitation in subsection (c) of this section. (b) If the board of d…

Secs. 33-688 to 33-694. Reserved for future use. PART VII SHAREHOLDERS (A) MEETINGS

Sec. 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 cor…

Sec. 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 th…

Sec. 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 corporati…

Sec. 33-698. Action without meeting. (a) Action required or permitted under any provision of sections 33-600 to 33-998, inclusive, to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. …

Sec. 33-699. Notice of meeting. (a) A corporation shall notify shareholders of the date and time of each annual and special shareholders' meeting and, if the meeting is to be held at a place, the place of such meeting, no fewer than ten nor more than sixty days before the meeting…

Sec. 33-700. Waiver of notice. (a) A shareholder may waive any notice required by sections 33-600 to 33-998, inclusive, the certificate of incorporation or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder e…

Sec. 33-701. Record date. (a) The bylaws may fix or provide the manner of fixing the record date or dates for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote or to take any other …

Sec. 33-702. Chairperson to preside. (a) At each meeting of shareholders, a chairperson shall preside. The chairperson shall be appointed as provided in the bylaws or, in the absence of such provision, by the board of directors. (b) The chairperson, unless the certificate of inco…

Sec. 33-703. Remote participation in annual and special meetings. (a) Shareholders of any class or series may participate in any meeting of shareholders by means of remote communication to the extent the board of directors authorizes such participation for such class or series. P…

Sec. 33-704. Shareholders' list for meeting. (a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. If the board of directors fixes a different reco…

Sec. 33-705. Voting entitlement of shares. (a) Except as provided in subsections (b) and (c) of this section or unless the certificate of incorporation provides otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholde…

Sec. 33-706. Proxies. (a) A shareholder may vote his shares in person or by proxy. (b) A shareholder or his agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by an electronic transmission of the appointmen…

Sec. 33-707. Shares held by nominees. (a) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the proc…

Sec. 33-708. Corporation's acceptance or rejection of votes. (a) If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver or proxy appointme…

Sec. 33-709. Quorum and voting requirements for voting groups. (a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the certificate of incorporation or sections …

Sec. 33-710. Action by single and multiple voting groups. (a) If the certificate of incorporation or sections 33-600 to 33-998, inclusive, provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in s…

Sec. 33-711. Greater quorum or voting requirement. (a) The certificate of incorporation may provide for a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is provided for by sections 33-600 to 33-998, inclusive. (b) An amendment to the…

Sec. 33-712. Voting for directors. Cumulative voting. (a) Unless otherwise provided in the certificate of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. (b) Shareholde…

Sec. 33-713. Inspectors. (a) A corporation having any shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association shall, and any other corporation may, appoint one or more ins…

Sec. 33-714. Reserved for future use. (C) VOTING TRUSTS AND AGREEMENTS

Sec. 33-715. Voting trust. (a) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust, which may include anything consistent with its purpose, and tra…

Sec. 33-716. Voting agreement. (a) Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of section 33-715. (b) A voting agr…