Connecticut General Statutes
Chapter 664b - Corporate Organization and Administration of Connecticut Banks
Section 36a-105. (Formerly Sec. 36-88). - 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 section 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.

(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 section 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.
(1949 Rev., S. 5807; 1957, P.A. 376; 1963, P.A. 74, S. 3; 1967, P.A. 367, S. 1–4; 551, S. 3, 4; P.A. 73-179, S. 1, 2; P.A. 85-188, S. 2; 85-379, S. 8; P.A. 86-403, S. 68, 132; P.A. 92-12, S. 33; P.A. 94-122, S. 52, 340; P.A. 96-271, S. 190, 254; P.A. 97-246, S. 96, 99.)
History: 1963 act rephrased Subsec. (1), deleting reference to provisions of statutes re payment of fees, filing certificates and returns, etc. and requirement that copy of certificate authorizing increase be filed with town clerk of town where bank and trust company is located and adding provision re when increase or decrease in stock takes effect, required in Subsec. (2) that vote be “at least” rather than “more than” two-thirds and added provision re issuance of authorized but unissued stock by governing board and in Subsec. (3) added reference to Sec. 36-89a and substituted reference to Sec. 33-348(d) for “by such vote”; 1967 acts substituted references to bank commissioner (later banking commissioner) for references to banking commission in Subsecs. (1) and (4) to (6) and later repealed Subsecs. (4) to (6) and added new Subsecs. (4) and (5) containing similar provisions; P.A. 73-179 inserted new Subsec. (5), renumbering former Subsec. (5) accordingly; P.A. 85-188 and 85-379 referred to state capital stock bank rather than state bank and trust company, reduced the number of shareholders needed to vote certain actions from two-thirds to a majority of shares entitled to vote and added provision specifying that split-up or division of shares without increasing capital is not to be construed as a share dividend; P.A. 86-403 made technical changes; P.A. 92-12 redesignated Subsecs. and made technical changes; P.A. 94-122 inserted new Subsec. (a) re issuance of shares of a newly organized capital stock bank, renumbered former Subsecs. (a) and (b) as Subsecs. (b) and (c), deleted provisions of former Subsec. (c) re issuance, subscription and assignation of such stock and relettered the remainder as Subsec. (d), allowed no par value stocks to be authorized during an increase in authorized shares in new Subsec. (d), and deleted former Subsecs. (d), (e) and (f), effective January 1, 1995; Sec. 36-88 transferred to Sec. 36a-105 in 1995; P.A. 96-271 amended Subsec. (a) to replace reference to Sec. 33-340 with chapter 601 and amended Subsec. (b) to delete provision re execution and filing of amendment when the authorized capital stock is increased or decreased “by amending the par value of its shares, or by some other means,” and replace reference to Sec. 33-285 with Sec. 33-422, effective January 1, 1997; P.A. 97-246 amended Subsec. (b) to replace reference to Sec. 33-422 with Sec. 33-608, effective June 27, 1997.

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