Corporate Shareholder Meeting, Proxy, and Written-Consent Requirements in Connecticut

At a glance

Requirements one by one

Annual and special meetings use different triggers

Conn. Gen. Stat. §§ 33-695 to 33-697 separate annual, special, and court-ordered meetings. Section 33-695 requires an annual meeting at the bylaw-set time unless written consent elects directors. If the certificate authorizes cumulative voting, a less-than-unanimous consent cannot replace the director election. The meeting may be in or outside Connecticut, at the principal office by default, or remote-only by board determination. Missing the annual date does not invalidate corporate action.

Section 33-696 separately gives the board, certificate- or bylaw-authorized persons, and holders of at least 10% of votes on a proposed issue a special- meeting route. The holder demands must be signed, dated, delivered to the secretary, and describe the purposes. The first signature is the default demand record date, and special-meeting business stays within the notice's purposes.

Under § 33-697, an eligible holder may seek an annual meeting after the earlier of six months after fiscal-year end or 15 months after the last annual meeting. A valid special-demand signer may proceed if notice is not given within 30 days or the meeting is not held as noticed. The court may set a physical or remote- only format, record dates, notice, participating shares, and matter-specific quorum.

Notice, waiver, and adjournment are separate steps

Conn. Gen. Stat. §§ 33-699 to 33-700 use a 10-to-60-day notice window and separate waiver rules. Section 33-699 states date and time, physical place if any, authorized remote means, and a later voting record date. Annual purposes are ordinarily optional; special purposes are mandatory.

An announced adjournment ordinarily needs no new notice unless the bylaws say otherwise. A new record date triggers new notice to the holders entitled to vote at the adjourned meeting.

Section 33-700 requires a signed written waiver delivered into the minutes or corporate records. Attendance waives a notice defect unless the holder objects at the beginning; an unstated-purpose objection must be made when the matter is presented.

Record dates can split notice and voting lists

Conn. Gen. Stat. §§ 33-701 and 33-704 separate record dates from list duties. Section 33-701 lets the bylaws or board fix record dates no more than 70 days before the meeting or action. A board-set notice date may be paired with a later voting date through meeting day. The original dates ordinarily carry through adjournment, but the board must set new ones after an adjournment beyond 120 days.

Section 33-704 requires separate notice and voting lists when the dates split. The notice list is available beginning two business days after notice through the meeting; the voting list becomes similarly available promptly after its record date. Physical and electronic access are permitted, and a remote-only meeting must keep the voting list open on an accessible network during the meeting. A refusal can support a court order and meeting postponement, although the omission does not itself invalidate the action.

Remote participation requires verification and concurrent access

Under § 33-703, the board may authorize remote participation by class or series, and unless the bylaws require a physical place it may choose a remote- only meeting. The corporation must reasonably verify each remote participant's shareholder status and provide a reasonable opportunity to communicate, participate, and vote while reading or hearing proceedings substantially concurrently. A compliant participant is present and may vote.

Proxy form, duration, and irrevocability are distinct

Conn. Gen. Stat. § 33-706 permits a signed appointment or attributable electronic transmission by the shareholder, agent, or attorney-in-fact. The proxy becomes effective when the inspector or vote tabulator receives it, and a complete reproduction may substitute for the original.

The default term is 11 months, but the appointment may expressly state a longer period; the section states no maximum. The proxy remains revocable unless the appointment says it is irrevocable and is coupled with an interest. Death or incapacity affects corporate acceptance only after the tabulator receives notice, and extinguishing the coupled interest revokes the appointment.

Quorum, ordinary votes, and director elections use different rules

Conn. Gen. Stat. §§ 33-709 and 33-712 separate ordinary voting from director elections. Section 33-709 defaults quorum to a majority of votes entitled on the matter. Once represented, a share remains present through the meeting and adjournment unless a new record date is or must be set. With quorum, ordinary action passes when votes for exceed votes against.

Directors instead default to plurality under § 33-712. Cumulative voting exists only when the certificate provides it, and a particular meeting also needs either conspicuous notice or a qualifying holder's notice at least 48 hours before the meeting.

Written consent defaults to unanimity

Conn. Gen. Stat. § 33-698 permits unanimous written consent by default. The certificate may authorize the meeting-equivalent vote instead. Each consent states the action, bears its signature date, and is delivered for the minutes or corporate records. Because § 33-602 defines documents and signatures to include electronic records and signatures, an electronic consent can satisfy the written form.

Sufficient consents must be delivered within 60 days of the earliest signature. A writing delivered before sufficiency may revoke a consent. Action takes effect on sufficient delivery unless the certificate, bylaws, or board resolution provides a reasonable tabulation delay.

Specified nonvoting shareholders and, after nonunanimous action, nonconsenting voting shareholders receive written notice within 10 days after sufficient delivery or later completed tabulation. A notice failure does not invalidate the action, but the statute preserves judicial remedies for an adversely affected shareholder.

What trips people up

Connecticut may use two record dates for one meeting. When the board separates notice entitlement from voting entitlement, § 33-704 requires corresponding lists and timing rather than treating the first list as final.

The 10% special-meeting default has a narrow public-company grandfather rule in § 33-696. That exception does not alter the ordinary private-company answer, but it is a reason not to reuse the private rule for a registered public class.

Conn. Gen. Stat. § 33-713 requires inspectors for listed or regularly traded shares but merely permits them for the ordinary private corporation covered here. Public solicitation and contested-election procedure remain outside this survey.

Common questions

May the board hold a remote-only shareholder meeting?

Yes, unless the bylaws require a meeting at a place. The board and corporation must satisfy § 33-703's verification and concurrent-participation safeguards.

Can the certificate permit nonunanimous consent?

Yes. It may authorize the minimum vote that would pass at a meeting where all entitled shares were present and voted.

Does a proxy expire after 11 months in every case?

No. Eleven months is the default, and the appointment may expressly provide a longer period.

Does missing the post-consent notice undo the action?

Not by itself. Section 33-698 says the failure does not invalidate the action, while preserving a court's power to fashion an appropriate remedy for an adversely affected shareholder.

Statutes and sources

• Conn. Gen. Stat. §§ 33-600, 33-602, and 33-695 to 33-713. Names and defines the Act and governs meetings, demands, consent, notice, record dates, remote access, lists, proxies, quorum, voting, and inspectors. Official Chapter 601 text (accessed August 22, 2026).