2012 Connecticut General Statutes
Title 33 - Corporations
Chapter 601 - Business Corporations
Section 33-913 - Surrender of charter and reincorporation.

(a) Any specially chartered corporation may surrender its charter and reincorporate under sections 33-600 to 33-998, inclusive, in the manner provided in this section, provided its certificate of incorporation upon effecting reincorporation shall contain only such provisions as might be lawfully contained in a certificate of incorporation under said sections at the time of effecting reincorporation.

(b) The shareholders shall adopt a resolution to such effect and a certificate of incorporation complying with sections 33-600 to 33-998, inclusive, both in the manner provided by section 33-797 in the case of an amendment by shareholders, except that the affirmative vote required shall be at least a majority of the voting power of the outstanding shares of each class.

(c) A certificate setting forth such resolution and a certificate of incorporation, and citing the act of the legislature by or under which such corporation was created, shall be executed and filed as provided in section 33-797 in the case of an amendment by shareholders.

(d) Reincorporation shall take effect as provided in section 33-637. Upon the effectiveness of such reincorporation, the corporation shall cease to be a specially chartered corporation, shall continue its corporate existence under sections 33-600 to 33-998, inclusive, and shall in all respects be subject to and have the benefits of said sections.

(P.A. 94-186, S. 182, 215; P.A. 96-271, S. 133, 254.)

History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced “articles” of incorporation with “certificate” of incorporation where appearing and made a technical change, effective January 1, 1997.