2011 Connecticut Code
Title 33 Corporations
Chapter 601 Business Corporations
Sec. 33-608. Filing requirements.

      Sec. 33-608. Filing requirements. (a) A document shall satisfy the requirements of this section, and of any other section that adds to or varies from these requirements, to be entitled to filing by the Secretary of the State.

      (b) Sections 33-600 to 33-998, inclusive, shall require or permit filing the document in the office of the Secretary of the State.

      (c) The document shall contain the information required by sections 33-600 to 33-998, inclusive. It may contain other information as well.

      (d) The document shall be typewritten or printed or, if electronically transmitted, in a format that can be retrieved or reproduced in typewritten or printed form.

      (e) The document shall be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.

      (f) The document shall be executed: (1) By the chairman of the board of directors of a domestic or foreign corporation, by its president or by another of its officers; (2) if directors have not been selected or the corporation has not been formed, by an incorporator; or (3) if the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary.

      (g) The person executing the document shall sign it and state beneath or opposite such person's signature such person's name and the capacity in which such person signs. The document may but need not contain a corporate seal, attestation, acknowledgment or verification.

      (h) If the Secretary of the State has prescribed a mandatory form for the document under section 33-609, the document shall be in or on the prescribed form.

      (i) The document shall be delivered to the office of the Secretary of the State for filing. Delivery may be made by electronic transmission if and to the extent permitted by the Secretary of the State. If the document is filed in typewritten or printed form and not electronically transmitted, the Secretary of the State may require one exact or conformed copy to be delivered with the document, except as provided in sections 33-662 and 33-928.

      (j) When the document is delivered to the office of the Secretary of the State for filing, the correct filing fee, and any franchise tax, license fee or penalty required to be paid therewith by sections 33-600 to 33-998, inclusive, or other law must be paid or provision for payment made in a manner permitted by the Secretary of the State.

      (k) When any document is required or permitted to be filed or recorded as provided in sections 33-600 to 33-998, inclusive, the Secretary of the State may in the Secretary of the State's discretion, for good cause, permit a photostatic or other photographic copy of such document to be filed or recorded in lieu of the original instrument. Such filing or recording shall have the same force and effect as if the original instrument had been so filed or recorded.

      (l) As used in this subsection, "filed document" means a document filed with the Secretary of the State under any provision of sections 33-600 to 33-998, inclusive, except sections 33-920 to 33-937, inclusive, and section 33-953, and "plan" means a plan of merger or share exchange. Whenever a provision of sections 33-600 to 33-998, inclusive, permits any of the terms of a plan or filed document to be dependent on facts objectively ascertainable outside the plan or filed document, the following provisions apply:

      (1) The manner in which the facts will operate upon the terms of the plan or filed document shall be set forth in the plan or filed document;

      (2) The facts may include, but are not limited to (A) any of the following that is available in a nationally recognized news or information medium either in print or electronically: Statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data, (B) a determination or action by any person or body, including the corporation or any other party to a plan or filed document, or (C) the terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document;

      (3) The following provisions of a plan or filed document may not be made dependent on facts outside the plan or filed document: (A) The name and address of any person required in a filed document; (B) the registered office of any entity required in a filed document; (C) the registered agent of any entity required in a filed document; (D) the number of authorized shares and designation of each class or series of shares; (E) the effective date of a filed document; and (F) any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which such approval was given; and

      (4) If a provision of a filed document is made dependent on a fact ascertainable outside of the filed document, and such fact is not ascertainable by reference to a source described in subparagraph (A) of subdivision (2) of this subsection or a document that is a matter of public record, or the affected shareholders have not received notice of the fact from the corporation, then the corporation shall file with the Secretary of the State a certificate of amendment setting forth the fact promptly after the time when the fact referred to is first ascertainable or thereafter changes. Certificates of amendment under this subdivision are deemed to be authorized by the authorization of the original plan or filed document to which they relate and may be filed by the corporation without further action by the board of directors or the shareholders.

      (P.A. 94-186, S. 4, 215; P.A. 96-271, S. 4, 254; P.A. 98-137, S. 50, 51, 62; 98-219, S. 33, 34; P.A. 01-199, S. 5; P.A. 03-158, S. 4.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (i) to delete the exception for when the document is transmitted by electronic means, effective January 1, 1997; P.A. 98-137 amended Subsecs. (d) and (g) to replace "transmitted by electronic means" with "electronically transmitted", effective July 1, 1998; P.A. 98-219 revised effective date of P.A. 98-137, but without affecting this section; P.A. 01-199 amended Subsec. (d) to replace "or, if authorized by the Secretary of the State, electronically transmitted" with "or, if electronically transmitted, in a format that can be retrieved or reproduced in typewritten or printed form", amended Subsec. (g) to make the manner of executing a document the same whether it is typewritten or printed or electronically transmitted by deleting provision that required the person executing a document that is electronically transmitted to "affirm and authenticate the execution of the document in such manner as the Secretary of the State may prescribe as effective for those purposes", replace provision authorizing the document to contain "(1) The corporate seal, (2) an attestation by the secretary or an assistant secretary, (3) an acknowledgment, verification or proof" with "a corporate seal, attestation, acknowledgment or verification" and make technical changes for purposes of gender neutrality, amended Subsec. (i) to authorize delivery by electronic transmission if and to the extent permitted by the Secretary of the State and authorize the Secretary of the State to require one exact or conformed copy of a filed document that is in typewritten or printed form and not electronically transmitted to be delivered with the document, amended Subsec. (j) to rephrase provisions and amended Subsec. (k) to make a technical change for purposes of gender neutrality; P.A. 03-158 added Subsec. (l) re terms and provisions of plan or filed document to be dependent on facts objectively ascertainable outside the plan or filed document.