Corporation Charter Amendment and Legal-Name-Change Requirements in Connecticut

At a glance

Requirements one by one

Governing law, document, entity, and scope

The Connecticut Business Corporation Act is Conn. Gen. Stat. §§ 33-600 to 33-998. An ordinary domestic stock corporation changes its public charter by filing a Certificate of Amendment with the Secretary of the State under §§ 33-795 to 33-803. This page does not apply a transaction filing, agent statement, bylaw, or defective-act validation route as though it were an ordinary charter amendment.

What may be amended, including the legal name

Under §§ 33-655(a)-(b) and 33-795, the corporation may add or change a provision currently required or permitted in the certificate or delete a provision no longer required. A general replacement name therefore uses the ordinary amendment route and must retain an approved corporate word or abbreviation, avoid implying an impermissible purpose, and remain distinguishable in the Secretary's records.

The narrow board-only name exception is treated once under “What trips people up” below.

Before shares are issued

Before the corporation has issued any shares, § 33-799 authorizes the board to adopt one or more amendments. Incorporators act only if the corporation has no board. Once any shares have issued, § 33-797's board-and-shareholder framework applies unless a narrow board-only statute covers the exact amendment.

Board adoption, recommendation, conditions, and abandonment

After shares issue, the board adopts the proposal and submits it for shareholder approval. Under § 33-797(a)-(f), the board generally must recommend approval. A conflict of interest, special circumstances, or § 33-754 may justify no recommendation, but the board must transmit the basis for proceeding. The board may condition its submission on any basis.

Connecticut's ordinary amendment sections do not state a postapproval abandonment procedure. That silence should not be replaced with another state's Model Act provision or with a private-condition assumption.

Shareholder notice, consent, quorum, and vote

For meeting approval, § 33-797(d) requires notice to every shareholder, even one not entitled to vote, and a copy of the amendment. Section 33-699(a) supplies the 10-to-60-day notice window.

The vote denominator splits. A group for which the amendment creates appraisal rights needs a majority of all votes entitled. Other groups use §§ 33-709(a), (c), 33-710, and 33-711: a majority quorum, with votes cast for exceeding votes cast against, subject to a valid greater requirement. A corporation formed before January 1, 1997 with fewer than 100 record shareholders instead needs at least two-thirds of the voting power of each group unless its certificate expressly provides otherwise (§ 33-797(f)).

Written consent is unanimous by default. The certificate may authorize the minimum vote that would approve the action at a fully attended meeting. Under §§ 33-698(a)-(f), enough dated written consents must arrive within 60 days of the earliest signed consent, and required notices reach nonvoting and nonconsenting shareholders within 10 days after sufficient delivery or later authorized tabulation.

Class, series, nonvoting shares, and appraisal

When more than one class is outstanding, § 33-798(a)-(d) gives an affected class or series a separate vote on the listed reclassifications, rights changes, superior distribution rights, preemptive-right limits, and accumulated- distribution changes. The statutory vote applies even if the certificate labels the shares nonvoting. Similarly affected groups vote together unless the certificate or board requires separation.

Under § 33-856(a)(4)-(5), (7), (b)-(c), amendment appraisal applies to a fractional-share repurchase, a benefit-corporation election, or another amendment when the certificate, bylaws, or board resolution grants it. Market exceptions and preferred-share limitations can change the result. An ordinary name change does not itself appear on the default appraisal list.

Board-only, agent, correction, and bylaw routes

Under § 33-796, the board may make historical cleanup, a qualifying one-class forward split or share-dividend authorized-share increase, the narrow name change described below, acquired-share reductions or class deletions, and other changes expressly made board-only by the Act.

A registered-office or registered-agent change uses the separate statement in §§ 33-661(a) and requires a new agent's written consent. A correction under §§ 33-608(f)-(m), 33-610, 33-611, and 33-617 fixes an inaccuracy or defective creation, execution, or electronic transmission and generally relates back, subject to adverse reliance. Shareholders may amend bylaws, and the board may do so unless the certificate, statute, or shareholders reserve the power under § 33-806(a)-(b).

Certificate, signer, fee, method, and effective time

Under § 33-800, the certificate includes the corporation's name, amendment text, implementation terms for a share exchange, reclassification, or cancellation when needed, the adoption date, and the applicable no-shareholder-action or shareholder-approval statement. A filing using facts outside the document adds the statement required by that section.

The chair, president, or another officer signs, states name and capacity, and needs no seal, attestation, acknowledgment, or verification. Connecticut Business lists online filing and a paper alternative. The current amendment fee is $100.

Under § 33-610, an accepted filing takes effect at filing, a specified time that day, or a stated delayed time and date. Unlike many states, the section states no maximum delay. Section 33-608(l) separately requires a prompt follow-up certificate when a provision depends on a nonpublic external fact not supplied to affected shareholders and that fact first becomes ascertainable or changes.

Restatement, publication, and name follow-up

Under §§ 33-801(a)-(d) and 33-803, the board may restate the certificate, with or without shareholder approval, to consolidate existing amendments. A new amendment needing shareholders still follows § 33-797. The filed restatement states the corporation's name, full restated text, consolidation statement, and any new-amendment approval statement; it supersedes the prior certificate and amendments. The statutory fee is $100.

Chapter 601 states no statewide publication or proof-of-publication filing for an ordinary amendment or name change. A name change does not abate a proceeding brought by or against the corporation in its former name.

Boundaries that require a separate analysis

The two-thirds rule for some pre-1997 corporations is a current-law outlier, not an obsolete history note. Specially chartered, benefit, public, professional, nonstock, regulated, foreign, insolvent, merged, divided, or converted entities may have other rules. The ordinary filing also does not resolve securities, tax, investor, lender, trademark, contract, title, fiduciary, defective-act, or disputed-authority questions.

What trips people up

A general new name is not board-only. Section 33-796(5) only lets the board swap one similar corporate designator for another or add, delete, or change a geographical attribution. A genuinely different legal name follows the normal post-issuance board and shareholder route.

The voting denominator can change by group. An appraisal-rights group uses a majority of votes entitled; other groups ordinarily use a quorum and votes-cast test. The pre-1997, fewer-than-100-shareholders rule can replace both with a two-thirds voting-power threshold.

The delayed-effective-date statute has no stated cap. That is the text of § 33-610, not permission to ignore tax, contract, exchange, closing, or filing- office constraints outside this survey.

Common questions

May the corporation use one filing for implementation terms? Yes. Section 33-800 permits the certificate to include provisions implementing an exchange, reclassification, or cancellation when those provisions are not in the amendment itself, including permitted objectively ascertainable facts.

Must nonvoting shareholders receive meeting notice? Yes, when an amendment requiring shareholder approval is submitted at a meeting. Section 33-797(d) requires notice to every shareholder, whether or not entitled to vote.

Does a new name end a pending case? No. Section 33-803 says a name amendment does not abate a proceeding brought by or against the corporation under its former name.

Statutes and sources

• Connecticut Business Corporation Act, Conn. Gen. Stat. §§ 33-600, 33-608, 33-610 to -611, 33-617, 33-655, 33-661, 33-698 to -699, 33-709 to -711, 33-795 to -803, 33-806, and 33-856 — https://prdext3.cga.ct.gov/2025/pub/chap_601.htm (accessed 2026-08-15)
• Connecticut Business, Domestic Stock Corporations Forms and Fees — https://business.ct.gov/knowledge-base/articles/domestic-stock-corporations-forms-and-fees (accessed 2026-08-15)