§ 33-636 — Certificate of incorporation.

Connecticut § 33-636

• Jurisdiction: Connecticut
• Title 33: Corporations
• Ch. 601: Business Corporations

Text

(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 and mailing address of the corporation's initial registered office and the name of its initial registered agent at that office; (4) the name and address of each incorporator; (5) the valid electronic mail address of the corporation; and (6) the corporation's North American Industry Classification System Code. (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: (A) The purpose or purposes for which the corporation is organized; (B) managing the business and regulating the affairs of the corporation; (C) defining, limiting and regulating the powers of the corporation, its board of directors and shareholders; (D) a par value for authorized shares or classes of shares; or (E) 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 money 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; (5) a provision permitting or making obligatory indemnification of a director for liability, as defined in 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; and (6) a provision limiting or eliminating any duty of a director or any other person to offer the corporation the right to have or participate in any, or one or more classes or categories of, business opportunities, before the pursuit or taking of the opportunity by the director or other person; provided that any application of such a provision to an officer or a related person of that officer (A) also requires approval of that application by the board of directors, subsequent to the effective date of the provision, by action of qualified directors taken in compliance with the same procedures as are set forth in section 33-783 , and (B) may be limited by the authorizing action of the board. As used in this subsection “related person” has the same meaning as provided in section 33-781 . (c) The certificate of incorporation need not set forth any of the corporate powers enumerated in sections 33-600 to 33-998 , inclusive. (d) Provisions of the certificate of incorporation may be made dependent upon facts objectively ascertainable outside the certificate of incorporation in accordance with subsection (l) of section 33-608 .

Legislative History

(P.A. 94-186, S. 21, 215; P.A. 96-271, S. 16, 254; P.A. 97-246, S. 4, 99; P.A. 03-158, S. 5; P.A. 06-68, S. 27; P.A. 17-108, S. 12; P.A. 24-111, S. 1.) 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. 97-246 amended Subsec. (b)(4) to make a technical change and added Subsec. (b)(5) authorizing a provision re indemnification of a director, effective June 27, 1997; P.A. 03-158 added Subsec. (d) re provisions dependent upon facts objectively ascertainable outside the certificate of incorporation; P.A. 06-68 made a technical change in Subsec. (b)(5); P.A. 17-108 amended Subsec. (a)(3) by replacing “street address” with “street and mailing address”, and amended Subsec. (b) by adding Subdiv. (6) re provision limiting or eliminating duty of director or other person to offer corporation right to have or participate in classes of business opportunities before pursuit or taking of opportunity by director or other person, and making technical changes; P.A. 24-111 amended Subsec. (a) by adding Subdivs. (5) and (6) re valid electronic mail address of corporation and corporation's North American Industry Classification System Code and by making technical changes, effective January 1, 2025.