Sec. 33-800. Certificate of amendment.
Sec. 33-800. Certificate of amendment. After an amendment to the certificate of
incorporation has been adopted and approved in the manner required by sections 33-600 to 33-998, inclusive, and by the certificate of incorporation, the corporation shall
deliver to the Secretary of the State for filing a certificate of amendment, that shall set
forth: (1) The name of the corporation; (2) the text of each amendment adopted, or the
information required by subsection (l) of section 33-608; (3) if an amendment provides
for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment, if not contained in the amendment itself, which may be made
dependent upon facts objectively ascertainable outside the certificate of amendment in
accordance with subsection (l) of section 33-608; (4) the date of each amendment's
adoption; (5) if an amendment (A) was adopted by the incorporators or board of directors
without shareholder approval, a statement that the amendment was duly approved by
the incorporators or by the board of directors, as the case may be, and that shareholder
approval was not required, or (B) required approval by the shareholders, a statement
that the amendment was duly approved by the shareholders in the manner required by
sections 33-600 to 33-998, inclusive, and by the certificate of incorporation; and (6) if
an amendment is being filed pursuant to subsection (l) of section 33-608, a statement
to that effect.
(P.A. 94-186, S. 125, 215; P.A. 96-271, S. 91, 254; P.A. 03-18, S. 13; 03-158, S. 9.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of incorporation with "certificate" of
incorporation and "articles" of amendment with "certificate" of amendment, effective January 1, 1997; P.A. 03-18 replaced
provision re corporation amending its certificate of incorporation with provision re after an amendment to the certificate
of incorporation has been adopted and approved, amended Subdiv. (5) by replacing former provisions with provisions re
statement if amendment was adopted without shareholder approval and re statement if amendment required shareholder
approval, deleted former Subdiv. (6) re amendment approved by shareholders and made technical changes, effective July
1, 2003; P.A. 03-158 added provisions re information required by Sec. 33-608(l) in Subdiv. (2), added provisions re facts
objectively ascertainable in accordance with Sec. 33-608(l) and made technical changes in Subdiv. (3), and added new
Subdiv. (6) re amendment filed pursuant to Sec. 33-608(l).