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

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).