Connecticut General Statutes 36a-105 – Authorization and issuance of additional shares
(a) chapter 601 shall govern the terms of issuance of shares of stock of a capital stock Connecticut bank newly organized under § 36a-70. Any share, when issued, shall be issued at not less than par value, if any, or, if such shares are issued without par value, for such consideration as may be fixed from time to time by the governing board, unless the certificate of incorporation reserves to the shareholders the right to fix the consideration.
Terms Used In Connecticut General Statutes 36a-105
- 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.
- Bank: means a Connecticut bank or a federal bank. See Connecticut General Statutes 36a-2
- Capital stock: when used in conjunction with any bank or out-of-state bank means a bank or out-of-state bank that is authorized to accumulate funds through the issuance of its capital stock. See Connecticut General Statutes 36a-2
- Commissioner: means the Banking Commissioner and, with respect to any function of the commissioner, includes any person authorized or designated by the commissioner to carry out that function. See Connecticut General Statutes 36a-2
- Connecticut bank: means a bank and trust company, savings bank or savings and loan association chartered or organized under the laws of this state. See Connecticut General Statutes 36a-2
- Governing board: means the group of persons vested with the management of the affairs of a financial institution irrespective of the name by which such group is designated. See Connecticut General Statutes 36a-2
- State: means any state of the United States, the District of Columbia, any territory of the United States, Puerto Rico, Guam, American Samoa, the trust territory of the Pacific Islands, the Virgin Islands and the Northern Mariana Islands. See Connecticut General Statutes 36a-2
(b) Any capital stock Connecticut bank may increase its authorized capital stock to any amount approved by the commissioner. An amendment to the certificate of incorporation of such bank increasing or decreasing its authorized capital stock shall be executed and filed as provided in § 33-608. No such amendment shall become effective until a certificate from the commissioner approving such increase or decrease has been filed with the Secretary of the State.
(c) Any increase in authorized capital stock made under the provisions of subsection (b) of this section shall be by the affirmative vote of the holders of a majority of the shares, or of each class of shares, entitled to vote thereon at a meeting noticed and called for that purpose. The governing board of such bank may provide for the issuance from time to time of its authorized but unissued stock and, except as otherwise provided by law, may determine all matters with respect thereto.
(d) When the authorized capital stock of any such capital stock Connecticut bank is increased under subsection (b) of this section and the shares are issued at a price in excess of the par value, if any, such excess received over the par value shall be credited to the surplus account of the capital stock Connecticut bank. In case of the issuance of shares without par value, the entire amount of consideration received therefor, expressed in dollars, shall constitute stated capital unless, at any time before sixty days after the issuance of such shares, the governing board allocates to capital surplus any portion thereof.