How does Connecticut's corporation code compare to other US states?

Connecticut follows the Model Business Corporation Act (MBCA) framework. The CBCA-CT is modern, well-tested, and aligned with Delaware on most key concepts. For startup and growth-stage corporations, Connecticut practice is straightforward.

Are Connecticut director resolutions valid electronically?

Yes. C.G.S. § 33-749 permits any form of writing, and Connecticut's Uniform Electronic Transactions Act recognizes electronic signatures. DocuSign, AdobeSign, or counterpart signatures are all acceptable.

Are electronic filings accepted in this jurisdiction?

Yes. The Connecticut Secretary of State (Commercial Recording Division) offers an online portal for filings and lookups. Electronic filings are usually processed faster than paper.

United States · Connecticut

Directors' resolutions requirements in Connecticut (CBCA-CT)

What a Connecticut corporation must know about directors' resolutions requirements under Connecticut Business Corporation Act, C.G.S. § 33-600 et seq..

Governing statute

Connecticut Business Corporation Act, C.G.S. § 33-600 et seq.

C.G.S. § 33-749	Action without meeting
C.G.S. § 33-748	Meetings
C.G.S. § 33-756	Interested director transactions
C.G.S. § 33-757	Duty of directors

At a glance

Action by unanimous written consent in lieu of a meeting is permitted under all 50 states' MBCA-framework statutes
Effective on the date of the last signature, unless otherwise specified
Conflict-of-interest rules require disclosure plus safe-harbor approval
Resolutions filed in the corporate records; available for shareholder inspection under state rules
Electronic signatures permitted under each state's UETA-equivalent legislation

The board resolution workflow in Octelligence for a Connecticut corporation. — **See it in Octelligence.** Draft and adopt board resolutions from templates, capture written consents, and file them straight into the minute book. Built for Connecticut corporations. See how it works in Octelligence →

What the CBCA-CT requires

C.G.S. § 33-749 permits Connecticut corporations to act by unanimous written consent of directors. Mirrors MBCA § 8.21.

Every director entitled to vote must sign
The resolution is dated as of the last signature
It is filed to the corporate records with the original signatures
Counterpart execution is acceptable

Conflict of interest

Directors with a material interest in a contract or transaction must disclose under the applicable statute and, generally, cannot vote on the related resolution.

Validity despite procedural irregularities

Most state corporation codes provide protection: acts of directors are valid notwithstanding defects in their election, appointment, or qualification later discovered.

In Octelligence

Directors' resolutions, drafted and signed in minutes.

Octelligence provides jurisdiction-specific resolution templates for every common board action.

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Resolutions that hold up

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Templates per state, electronic signature, complete activity log.

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