2009 Connecticut Code
Title 33 Corporations
Chapter 601 Business Corporations
Sec. 33-795. Authority to amend.

      Sec. 33-795. Authority to amend. (a) A corporation may amend its certificate of incorporation at any time to add or change a provision that is required or permitted in the certificate of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained in the certificate of incorporation.

      (b) A shareholder of the corporation does not have a vested property right resulting from any provision in the certificate of incorporation, including provisions relating to management, control, capital structure, dividend entitlement or purpose or duration of the corporation.

      (P.A. 94-186, S. 120, 215; P.A. 96-271, S. 84, 254; P.A. 03-18, S. 8.)

      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; P.A. 03-18 amended Subsec. (a) to make technical changes, effective July 1, 2003.

      Annotation to former section 33-40:

      Certified copies of amendments to certificate of incorporation adopted before filing certificate of organization must be filed in town clerk's office. Atty. Gen. Rep. 1909-1910, p. 57.

      Annotations to former section 33-107:

      Effect of failure to file certificate under former statute. 72 C. 664. Meaning of "capital stock"; it may be increased by stock dividend. 83 C. 43. Effect of failure to comply with provisions of present statute is to make stock invalid. 106 C. 54. "Location" refers to place where governing power of corporation is exercised not where labor is performed; change of location means such location as articles of association prescribe. 113 C. 643. Cited. 131 C. 31.