§ 33-606f — Filings.

(a) If the defective corporate action ratified under sections 33-606 to 33-606g, inclusive, would have required under any other provision of sections 33-600 to 33-998, inclusive, a filing in accordance with sections 33-600 to 33-998, inclusive, then, whether or not a filing was previously made in respect to such defective corporate action and in lieu of a filing otherwise required by said sections, the corporation shall file a certificate of validation in accordance with this section, and such certificate of validation shall serve to amend or substitute for any other filing with respect to such defective corporate action required by said sections. (b) The certificate of validation must set forth: (1) The defective corporate action that is the subject of the certificate of validation including, in the case of any defective corporate action involving the issuance of putative shares, the number and type of putative shares issued and the date or dates upon which such putative shares were purported to have been issued; (2) the date of the defective corporate action; (3) the nature of the failure of authorization in respect of the defective corporate action; (4) a statement that the defective corporate action was ratified in accordance with section 33-606b , including the date on which the board of directors ratified such defective corporate action and the date, if any, on which the shareholders approved the ratification of such defective corporate action; and (5) the information required by subsection (c) of this section. (c) The certificate of validation must also contain the following information: (1) If a filing was previously made in respect to the defective corporate action and no changes to such filing are required to give effect to the ratification of such defective corporate action in accordance with section 33-606b , the certificate of validation must set forth (A) the name, title and filing date of the filing previously made and any certificate of correction to that filing, and (B) a statement that a copy of the filing previously made, together with any certificate of correction to that filing, is attached as an exhibit to the certificate of validation; (2) if a filing was previously made in respect of the defective corporate action and such filing requires any change to give effect to the ratification of such defective corporate action in accordance with section 33-606b , the certificate of validation must set forth (A) the name, title and filing date of the filing previously made and any certificate of correction to that filing, (B) a statement that a filing containing all of the information required to be included under the applicable provisions of sections 33-600 to 33-998 , inclusive, to give effect to such defective corporate action is attached as an exhibit to the certificate of validation, and (C) the date and time that such filing is deemed to have become effective; or (3) if a filing was not previously made in respect of the defective corporate action and the defective corporate action ratified under section 33-606b would have required a filing under any other provision of sections 33-600 to 33-998 , inclusive, the certificate of validation must set forth (A) a statement that a filing containing all of the information required to be included under the applicable provision or provisions of sections 33-600 to 33-998 , inclusive, to give effect to such defective corporate action is attached as an exhibit to the certificate of validation, and (B) the date and time that such filing is deemed to have become effective.

Legislative History

(P.A. 17-108, S. 9.)