United States · Connecticut

How to issue shares in Connecticut corporations

Connecticut is a Model Business Corporation Act state. The Connecticut Business Corporation Act (Conn. Gen. Stat. § 33-600 et seq.) follows MBCA pattern. Connecticut hosts a significant number of insurance and financial-services corporations; its corporate-law regime is otherwise unexceptional.

Governing statute
Connecticut Business Corporation Act, Conn. Gen. Stat. § 33-
Conn. Gen. Stat. § 33-672Issuance of shares
Conn. Gen. Stat. § 33-682Consideration for shares
Conn. Gen. Stat. § 33-685Stock certificates
Conn. Gen. Stat. § 33-945Corporate records
Conn. Gen. Stat. § 33-946Inspection of records
Conn. Gen. Stat. § 36b-21Connecticut Uniform Securities Act
At a glance
  • Authorized by the board under Conn. Gen. Stat. § 33-672
  • Future services and promissory notes permitted as consideration (§ 33-682)
  • Uncertificated shares permitted under § 33-686
  • Inspection rights under § 33-946 with proper-purpose standard
  • Connecticut Uniform Securities Act under § 36b-21

Board authorization under § 33-672

Stock issuance is authorized by the board under Connecticut Business Corporation Act § 33-672. The board determines consideration under § 33-682. Connecticut follows MBCA permissive pattern: cash, property, services rendered, contracts for services to be performed, promissory notes.

Consideration: MBCA pattern

Connecticut permits the same broad MBCA consideration framework as other MBCA states. The board's value determination is conclusive absent fraud.

Uncertificated shares

Conn. Gen. Stat. § 33-686 permits the corporation to issue uncertificated shares by board resolution.

Corporate records and inspection

§ 33-945 requires MBCA-pattern records: articles, bylaws, minutes, consents, shareholder list. § 33-946 grants inspection rights on 5-business-day written notice.

Connecticut Uniform Securities Act

Conn. Gen. Stat. § 36b-21 et seq. governs offerings to Connecticut residents. The Connecticut Banking Department administers the Act. NSMIA pre-empts for Rule 506 offerings but not the notice filing.

Common mistakes

Common Connecticut-specific failure points in share issuance:

  • Missing Connecticut Uniform Securities Act notice filings
  • Not maintaining the § 33-945 corporate records inventory
  • Treating CT case law on fiduciary duties as identical to DE
  • Inspection demand without 5-business-day written notice
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FAQ

Common questions in Connecticut

Yes, the Complex Litigation Docket of the Superior Court handles complex commercial and corporate disputes. The court is established but case law is more limited than Delaware Chancery. Insurance-sector litigation is a particular Connecticut specialty given the state's insurance-industry concentration.

Less common than Delaware. Connecticut-headquartered insurance and financial-services corporations sometimes incorporate in-state, but most institutional-investor-backed corporations incorporate in Delaware. Connecticut's corporate-law regime is unexceptional for most operational matters.

Connecticut does not have a § 2115-equivalent long-arm provision applying CT law to foreign-incorporated corporations. Connecticut's fiduciary-duty case law applies only to Connecticut-incorporated corporations and (in narrow circumstances) to foreign corporations doing business in Connecticut.
Records that comply with CBCA-CT
Issue shares the right way in Connecticut.

Octelligence handles CBCA-CT-specific share issuance: register, certificates, resolutions, and beneficial-ownership records aligned with statute.

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