Connecticut Corporation Charter Amendment and Name-Change Packet

CONNECTICUT CORPORATION CHARTER AMENDMENT AND NAME-CHANGE PACKET

Important Use Gate

Use only for a Connecticut domestic business corporation amending its articles or certificate of incorporation, including a legal-name change. Do not use for a nonprofit, professional, public-benefit, cooperative, regulated, foreign, insolvent, bankrupt, merged, converted, defective-act, or control-disputed entity without a separate current-law workflow.

Do not file this packet. Obtain the current official filing and instructions immediately before submission. A saved fee, form number, signature method, or portal route is not authoritative.

Keep a bylaw-only change separate. A registered-agent, registered-office, annual-report, assumed-name, tax-election, license, or foreign-registration change may require a different filing.

1. Corporation and Amendment Profile

Attach the current charter and every amendment or restatement, bylaws, stock ledger, class and series terms, voting or shareholder agreements, board and shareholder records, current state entity record, and affected contracts, licenses, financing, tax, trademark, and foreign-qualification records.

2. Classification and Approval Gate

If shares have been issued, the board adopts the proposed amendment and generally submits it to shareholders. Meeting notice goes to every shareholder and must include the amendment. The ordinary voting formula is in § 33-797(e), but subsection (f) preserves a special two-thirds rule for certain pre-1997 corporations with fewer than one hundred shareholders of record unless the certificate expressly provides otherwise. Classify that legacy issue before calculating approval.

Core authority verified for this packet: Conn. Gen. Stat. §§ 33-797 / 33-800.

Do not authorize or file the amendment until every applicable constituency, notice, quorum, vote, consent, and special-right issue is documented from current authority.

3. Amendment Text and Name Control

Proposed legal name: [________________________________]

☐ Checked the current state entity-name record on [__/__/____].

☐ Checked required corporate designators and any restricted-word approval.

☐ Reviewed trademark, assumed-name, domain, licensing, lender, contract, tax, and foreign-jurisdiction consequences separately.

☐ Confirmed the amendment text is complete and can stand alone after filing.

A state name search or reservation is a dated administrative check, not a guarantee of acceptance or trademark rights.

4. Internal Approval Record

Board Resolution

The board reviewed the current charter, proposed amendment, bylaws, capitalization, class rights, voting agreements, contracts, licenses, financing, tax, name, and implementation consequences.

RESOLVED, that the board adopts the proposed amendment below under Conn. Gen. Stat. § 33-797(a) and, unless a specific exception in subsection (b) is documented in Section 2, submits it to shareholders for approval:

Board recommendation under subsection (b) (select one if submitted to shareholders):

☐ The board recommends that shareholders approve the amendment.

☐ The board makes no recommendation because of the documented conflict, special circumstances, or § 33-754 route and transmits the basis to shareholders: [________________________________].

Current article or identifier: [________________________________]

Complete amendment text:

[____________________________________________________________]

RESOLVED, that the approval route, voting groups, notice, quorum, vote, and any separate consent are those documented in Section 2;

RESOLVED, that [NAME / TITLE] may prepare the current state filing but may submit it only after counsel confirms every statutory and filing prerequisite;

RESOLVED, that a material filing correction or change in amendment text must return for renewed authority.

Shareholder and Voting-Group Record

Attach notice and delivery proof, the amendment, recommendation or permitted explanation, voting ledger, proxies, ballots, minutes, written consents, and class-right analysis.

5. Filing Draft and Live Recheck

The certificate of amendment states the corporation name, amendment text, implementation terms where needed, adoption date, and the applicable incorporator, board, or shareholder approval statement.

Prepared filing text or attachment:

[____________________________________________________________]

6. Post-Acceptance Implementation

Use transition wording where useful: [NEW NAME], formerly known as [OLD NAME]. Do not assume a state charter filing automatically updates another agency, contract, account, permit, or jurisdiction.

7. Completion Certificate

The undersigned confirms that the amendment was correctly classified; the current charter, bylaws, capitalization, and special rights were reviewed; each required board, shareholder, voting-group, contractual, and regulatory approval was documented; the accepted state filing is retained; and implementation tasks are complete or assigned.

Authorized officer: [________________________________]

Signature: [________________________________] Date: [__/__/____]

Sources and References

• Official Connecticut amendment authority

Section 33-797(a)-(b) board adoption and recommendation checked against the current chapter and 2026 supplement index on 2026-10-22. Recheck current statutes, later legislation, forms, fees, filing instructions, name availability, signature rules, and effective-date options immediately before use.