Connecticut General Statutes 33-1145 – Restated certificate of incorporation
(a) A corporation‘s board of directors may restate its certificate of incorporation at any time, with or without member approval, to consolidate all amendments into a single document.
Terms Used In Connecticut General Statutes 33-1145
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
(b) If the restated certificate includes one or more new amendments that require member approval, the new amendments must be adopted and approved as provided in § 33-1142. If the restatement includes a new amendment which does not require member approval, the new amendment must be adopted as provided in § 33-1141 or 33-1143, as the case may be.
(c) A corporation that restates its certificate of incorporation shall deliver to the Secretary of the State for filing a certificate of restatement setting forth the name of the corporation and the text of the restated certificate of incorporation together with a statement which states that the restated certificate consolidates all amendments into a single document and, if a new amendment is included in the restated certificate, which also includes the statement required under § 33-1144.
(d) A duly adopted restated certificate of incorporation supersedes the original certificate of incorporation and all amendments to it.
(e) The Secretary of the State may certify a restated certificate of incorporation, as the certificate of incorporation currently in effect, without including the statement information required by subsection (c) of this section.