Connecticut corporate bylaws establish the internal rules and procedures governing the operation of a corporation registered in the state. They are a blueprint for the entity’s management structure, decision-making processes, and shareholder rights.
These bylaws cover the responsibilities of corporate officers and directors, shareholder meetings and voting procedures, dividend distribution policies, and the handling of corporate assets. They are drafted during the incorporation process or upon amending existing bylaws and require formal approval by the corporation’s board of directors and shareholders.
Legal Requirements
Connecticut law requires corporations to create bylaws. [1] Here are additional statutes to consider when formulating the bylaws for your corporation:
- Annual Meetings – Can be held inside or outside the state, as specified in the bylaws or at the principal office if not specified. Failure to hold the meeting at the designated time does not invalidate corporate actions. [2]
- Corporate Bylaws – May also specify procedures for shareholder-nominated director candidates and reimbursement of proxy solicitation expenses, but such provisions cannot affect elections for which a record date predates their adoption. [3]
- Issuance of Stock – The board can issue shares for various types of property or benefits, ensuring the received consideration is adequate before deeming shares fully paid and nonassessable. The board’s determination as to the adequacy of the consideration paid is generally conclusive. [4]
Naming Considerations
- Required Words: “Corporation,” “Company,” “Incorporated,” “Limited,” “Societa per Azioni,” or an abbreviation thereof (choose one).
- Prohibited Words: Language suggesting that the corporation is organized for a purpose other than allowed in the articles of incorporation.
- Name Reservation Period: 120 days.
- Renewal Period: Renewable for consecutive 120-day periods.
- Transferability: Yes.
Emergency Bylaws
Corporate emergency bylaws, unless specified otherwise, enable the board of directors to manage crises effectively. They outline procedures for board meetings, quorum requirements, and appointing substitute directors. These provisions remain valid during emergencies but cease afterward.
Directors, officers, employees, and agents of the company are shielded from liability for actions taken under a company’s emergency bylaws. An emergency is declared when assembling a quorum is impossible due to the occurrence of a catastrophic event. [5]
