Business Corporation Board Committee Creation and Delegation in Connecticut
At a glance
| Law and committee scope | Connecticut Business Corporation Act § 33-753; ordinary director committees and conditional audit committee. |
|---|---|
| Creation and approval | Board creation/appointment by greater of in-office majority or certificate/bylaw action number, unless Act provides otherwise (§ 33-753(a)-(b)). |
| Membership and appointment | Ordinary committee: one or more directors. Qualifying ≥100-shareholder corporation: audit committee of at least two directors, one independent if board has one (§ 33-753(a), (c)). |
| Alternates and changes | Board may appoint director alternates; documents may allow present nondisqualified members unanimously to substitute a director; committee cannot fill vacancies (§ 33-753(f)(3), (h)). |
| Delegated authority | Board, certificate, or bylaws states extent of committee power; delegation alone does not establish director conduct compliance (§ 33-753(e), (g)). |
| Actions reserved elsewhere | Distributions only by board formula/method/limits; shareholder-required acts, vacancies, and bylaw changes barred. No separate share-issuance/merger ban in § 33-753(f). |
| Subcommittees | § 33-753 authorizes board committees and alternates, without express committee-created subcommittee or redelegation authority. |
| Procedure and oversight | Board meeting/consent rules apply; § 33-752 majority quorum/vote defaults, § 33-749 unanimous delivered consent, and permanent committee-action records under § 33-945(a). |
Requirements one by one
Creation and membership
Under § 33-753(a)–(b), a Connecticut board may create a committee of one or more directors. Creation and appointment need the greater of a majority of all directors in office or the certificate/bylaw action number under § 33-752, unless the Act supplies another rule. Subsection (c)(1) adds a conditional audit committee: a corporation with at least 100 shareholders that is not already required to have one under the specified federal or exchange rules must designate two or more directors, including one independent director if its board has one. This page does not determine whether a director meets the statute's independence definition.
Alternates, delegation, and reserved actions
The board may appoint director alternates. Present nondisqualified committee members may unanimously choose another director for an absent or disqualified member only if the certificate, bylaws, or creating resolution authorizes it (§ 33-753(h)). A committee exercises board powers only to the extent specified by the board, certificate, or bylaws. Subsection (f) bars shareholder-required action, filling board or committee vacancies, and bylaw changes; distributions require a board-prescribed formula, method, or limits. Delegation alone does not establish a director's conduct compliance (§ 33-753(g)).
Procedure and records
Section 33-753(d) applies board meeting and action rules to committees. Section 33-752 ordinarily uses a majority quorum and majority-present vote, subject to its governing-document variations. Section 33-749 normally requires each director's signed consent delivered to the corporation for action without a meeting. Section 33-945(a) requires permanent records of committee actions in place of the board.
What trips people up
The ordinary one-director rule in § 33-753(a) does not satisfy subsection (c)'s conditional two-director audit committee. A temporary substitute under subsection (h) needs document authorization and does not allow a committee to fill a vacancy under subsection (f)(3). Section 33-753 gives no express committee-created subcommittee authority.
Common questions
Are all private corporations required to have an audit committee?
No. Section 33-753(c)(1) states the shareholder-count and existing-requirement conditions. Where they apply, it also specifies director membership and an independence condition if the board has an independent director.
Can a committee issue shares?
Section 33-753(f) does not separately ban share issuance. The committee still needs delegated power under subsection (e), and it cannot take action the Act requires shareholders to approve.
Statutes and sources
- Conn. Gen. Stat. § 33-753 — Connecticut General Assembly. Accessed 2026-09-26.
- Conn. Gen. Stat. § 33-752 — Connecticut General Assembly. Accessed 2026-09-26.
- Conn. Gen. Stat. § 33-749 — Connecticut General Assembly. Accessed 2026-09-26.
- Conn. Gen. Stat. § 33-945 — Connecticut General Assembly. Accessed 2026-09-26.
Source links
Every statute quoted above, linked, with the date we checked it.
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