CONNECTICUT LEGAL INFORMATION

Forming a Corporation--Law and Links

Connecticut Corporate Statutes.

Connecticut Secretary of State

Connecticut Certificate of Incorporation

Connecticut Report of Organization and First Meeting

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Selected Connecticut Corporate Statutes

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• Sec. 33-603. Notice.
  (a) Notice under sections 33-600 to 33-998, inclusive, shall be in writing unless oral notice is reasonable under the circumstances. Notice by electronic transmission is written notice.
  (b) Notice may be communicated in person, by mail or other method of delivery, or by telephone, voice mail or other electronic means. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published or by radio, television or other form of public broadcast communication.
  (c) Written notice by a domestic or foreign corporation to its shareholder, if in a comprehensible form, is effective (1) upon deposit in the United States mail, as evidenced by the postmark, if mailed postage prepaid and correctly addressed to the shareholder's address shown in the corporation's current record of shareholders, or (2) when electronically transmitted to the shareholder in a manner authorized by the shareholder.
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• 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.
• 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 address of the corporation's initial registered office and the name of its initial registered agent at that office; and
  4. the name and address of each incorporator.
  (b) The certificate of incorporation may set forth:
  1. The names and addresses of the individuals who are to serve as the initial directors;
  2. provisions not inconsistent with law regarding:
     1. The purpose or purposes for which the corporation is organized;
     2. managing the business and regulating the affairs of the corporation;
     3. defining, limiting and regulating the powers of the corporation, its board of directors and shareholders;
     4. a par value for authorized shares or classes of shares;
     5. the imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions;
  3. any provision that under sections 33-600 to 33-998, inclusive, is required or permitted to be set forth in the bylaws;
  4. a provision limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of duty as a director to an amount that is not less than the compensation received by the director for serving the corporation during the year of the violation if such breach did not (A) involve a knowing and culpable violation of law by the director, (B) enable the director or an associate, as defined in section 33-840, to receive an improper personal economic gain, (C) show a lack of good faith and a conscious disregard for the duty of the director to the corporation under circumstances in which the director was aware that his conduct or omission created an unjustifiable risk of serious injury to the corporation, (D) constitute a sustained and unexcused pattern of inattention that amounted to an abdication of the director's duty to the corporation, or (E) create liability under section 33-757, provided no such provision shall limit or preclude the liability of a director for any act or omission occurring prior to the effective date of such provision; and
  5. a provision permitting or making obligatory indemnification of a director for liability, as defined in subdivision (5) of section 33-770, to any person for any action taken, or any failure to take any action, as a director, except liability that (A) involved a knowing and culpable violation of law by the director, (B) enabled the director or an associate, as defined in section 33-840, to receive an improper personal gain, (C) showed a lack of good faith and a conscious disregard for the duty of the director to the corporation under circumstances in which the director was aware that his conduct or omission created an unjustifiable risk of serious injury to the corporation, (D) constituted a sustained and unexcused pattern of inattention that amounted to an abdication of the director's duty to the corporation or (E) created liability under section 33-757, provided no such provision shall affect the indemnification of or advance of expenses to a director for any liability stemming from acts or omissions occurring prior to the effective date of such provision.
  (c) The certificate of incorporation need not set forth any of the corporate powers enumerated in sections 33-600 to 33-998, inclusive.
• 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 incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
• 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 corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting;
  2. if initial directors are not named in the certificate, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: (A) To elect directors and complete the organization of the corporation; or (B) to elect a board of directors who shall complete the organization of the corporation.
  (b) Action required or permitted by sections 33-600 to 33-998, inclusive, to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.
  (c) An organizational meeting may be held in or out of this state.
  (d) An organizational meeting held before incorporation is valid as if it were held after incorporation if the persons holding the meeting could properly have held such meeting after incorporation.
• 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 for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the certificate of incorporation.
• 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 abbreviations of like import in another language; and
  2. may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by section 33-645 and its certificate of incorporation.
  (b) Except as authorized by subsections (c) and (d) of this section, a corporate name must be distinguishable upon the records of the Secretary of the State from:
  1. The corporate name of a corporation incorporated or authorized to transact business in this state;
  2. a corporate name reserved or registered under section 33-656 or 33-657;
  3. the fictitious name adopted by a foreign corporation authorized to transact business in this state because its real name is unavailable;
  4. the corporate name of a nonprofit corporation incorporated or authorized to transact business in this state;
  5. the corporate name of any domestic or foreign nonstock corporation incorporated or authorized to transact business in this state;
  6. the name of any domestic or foreign limited partnership organized or authorized to transact business in this state;
  7. the name of any domestic or foreign limited liability company organized or authorized to transact business in this state; and
  8. the name of any domestic or foreign limited liability partnership organized or authorized to transact business in this state.
• Sec. 33-665. Authorized shares.
  (a) The certificate of incorporation shall prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the certificate of incorporation shall prescribe a distinguishing designation for each class, and, prior to the issuance of shares of a class, the preferences, limitations and relative rights of that class shall be described in the certificate of incorporation. All shares of a class shall have preferences, limitations and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by section 33-666.
  (b) The certificate of incorporation shall authorize
  1. one or more classes of shares that together have unlimited voting rights, and
  2. one or more classes of shares, which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.
  (c) The certificate of incorporation may authorize one or more classes of shares that:
  1. Have special, conditional or limited voting rights, or no right to vote, except to the extent prohibited by sections 33-600 to 33-998, inclusive;
  2. are redeemable or convertible as specified in the certificate of incorporation (A) at the option of the corporation, the shareholder or another person or upon the occurrence of a designated event, (B) for cash, indebtedness, securities or other property, (C) in a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;
  3. entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative or partially cumulative;
  4. have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.
  (d) The description of the designations, preferences, limitations and relative rights of share classes in subsection (c) of this section is not exhaustive.
• Sec. 33-666. Terms of class or series of shares.
  (a) If the certificate of incorporation so provides, the board of directors may determine, in whole or part, the preferences, limitations and relative rights, within the limits set forth in section 33-665, of (1) any class of shares before the issuance of any shares of that class or (2) one or more series within a class before the issuance of any shares of that series.
  (b) Each series of a class shall be given a distinguishing designation.
  (c) All shares of a series shall have preferences, limitations and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.
  (d) 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, which is effective without shareholder action, that sets forth: (1) The name of the corporation; (2) the text of the amendment determining the terms of the class or series of shares; (3) the date it was adopted; and (4) a statement that the amendment was duly adopted by the board of directors.
• 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 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 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.
• 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 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.
• 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 33-672 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.

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