Title 33, Title 33: Corporations

Sec. 33-635. Incorporators. One or more persons may act as the incorporator or incorporators of a corporation by delivering a certificate of incorporation to the Secretary of the State for filing. (P.A. 94-186, S. 20, 215; P.A. 96-271, S. 15, 254.) History: P.A. 94-186 effective …

Sec. 33-636. Certificate of incorporation. (a) The certificate of incorporation shall set forth: (1) A corporate name for the corporation that satisfies the requirements of section 33-655; (2) the number of shares the corporation is authorized to issue; (3) the street and mailing…

Sec. 33-637. Incorporation. (a) The corporate existence begins when the certificate of incorporation is filed. (b) The Secretary of the State's filing of the certificate of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporatio…

Sec. 33-638. Liability for preincorporation transactions. All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under sections 33-600 to 33-998, inclusive, are jointly and severally liable for all liabilities created while so acting. (…

Sec. 33-639. Organization of corporation. (a) After incorporation: (1) If initial directors are named in the certificate of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the c…

Sec. 33-640. Bylaws. (a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (b) The bylaws of a corporation may contain any provision that is not inconsistent with law or the certificate of incorporation. (c) The bylaws may co…

Sec. 33-641. Emergency bylaws. (a) Unless the certificate of incorporation provides otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which are subject to amend…

Sec. 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 s…

Secs. 33-643 and 33-644. Reserved for future use. PART III PURPOSES AND POWERS

Sec. 33-645. Purposes. (a) Every corporation incorporated under sections 33-600 to 33-998, inclusive, has the purpose of engaging in any lawful business except that of a bank and trust company, savings bank or savings and loan association, unless a more limited purpose is set for…

Sec. 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 i…

Sec. 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 a…

Sec. 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) r…

Sec. 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…

Secs. 33-650 to 33-654. Reserved for future use. PART IV NAME

Sec. 33-655. Corporate name. (a) The name of each corporation formed after January 1, 1961: (1) Shall contain the word “corporation”, “incorporated”, “company”, “Societa per Azioni” or “limited”, or the abbreviation “corp.”, “inc.”, “co.”, “S.p.A.” or “ltd.”, or words or abbrevia…

Sec. 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 na…

Sec. 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 s…

Secs. 33-658 and 33-659. Reserved for future use. PART V OFFICE AND AGENT

Sec. 33-660. Registered office and registered agent. (a) Each corporation that is required to file an annual report as provided in section 33-953 shall continuously maintain in this state: (1) A registered office that may be the same as any of its places of business; and (2) a re…

Sec. 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 r…

Sec. 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…

Sec. 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 law…

Sec. 33-664. Reserved for future use. PART VI SHARES AND DISTRIBUTIONS (A) SHARES

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