(a) A corporation's board of directors may restate its certificate of incorporation at any time, with or without shareholder approval, to consolidate all amendments to the certificate of incorporation into a single document.
(b) If the restated certificate of incorporation includes one or more new amendments that require shareholder approval, the new amendments must be adopted and approved as provided in section 33-797.
(c) A corporation that restates its certificate of incorporation shall deliver to the Secretary of the State for filing a certificate of restatement setting forth the name of the corporation and the text of the restated certificate of incorporation together with (1) a statement that the restated certificate of incorporation consolidates all amendments into a single document, and (2) if a new amendment is included in the restated certificate of incorporation, the statement required under section 33-800.
(d) A duly adopted restated certificate of incorporation supersedes the original certificate of incorporation and all amendments to it.
(e) The Secretary of the State may certify a restated certificate of incorporation as the certificate of incorporation currently in effect, without including the statement information required by subsection (c) of this section.
(P.A. 94-186, S. 126, 215; P.A. 96-271, S. 92, 254; P.A. 97-246, S. 22, 23, 99; P.A. 03-18, S. 14.)
History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced “articles” of incorporation with “certificate” of incorporation where appearing and amended Subsec. (d) to replace “articles” of restatement with “certificate” of restatement, effective January 1, 1997; P.A. 97-246 amended Subsecs. (d) and (f) to replace “certificate” with “statement”, effective June 27, 1997; P.A. 03-18 amended Subsec. (a) by replacing “action” with “approval” and adding provision re consolidation of all amendments to the certificate of incorporation into a single document, amended Subsec. (b) by replacing provisions re inclusion in the restatement of one or more amendments to the certificate of incorporation and re inclusion of amendment requiring shareholder approval with provision re adoption and approval of one or more new amendments that require shareholder approval and are included in the restated certificate of incorporation, deleted former Subsec. (c) re notice to shareholders, redesignated existing Subsecs. (d) to (f) as new Subsecs. (c) to (e), amended Subsec. (c) by making a technical change, deleting former Subdivs. (1) and (2) and adding new Subdivs. (1) and (2) re statement that restated certificate of incorporation consolidates all amendments into a single document and re statement required under Sec. 33-800, and amended Subsec. (e) by making a technical change, effective July 1, 2003.
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