Connecticut Action by Unanimous Consent of Shareholders in Lieu of Meeting - Amending Bylaws
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FAQ
A resolution in lieu of a meeting is a written resolution (signed by all shareholders who are entitled to vote at the meeting) that deals with all matters that need to be addressed at a shareholders' meeting.
Section 33-920. - Authority to transact business required. (a) A foreign corporation, other than an insurance, surety or indemnity company, may not transact business in this state until it obtains a certificate of authority from the Secretary of the State.
A Shareholders' Consent to Action Without Meeting, or a consent resolution, is a written statement that describes and validates a course of action taken by the shareholders of a particular corporation without a meeting having to take place between directors and/or shareholders.
Section 33-698. - Action without meeting. (a) Action required or permitted under any provision of sections 33-600 to 33-998, inclusive, to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action.
Under Connecticut law, corporations (both stock and nonstock), limited partnerships, limited liability companies, limited liability partnerships and statutory trusts formed outside of Connecticut must obtain a certificate of authority from the Secretary of the State and pay a statutory fee before transacting business ...
A Directors' Consent in Lieu of Meeting is a written consent for a corporation's specific action without having to arrange a board meeting. If they have previously agreed on passing a particular resolution, then using a written consent is a simple shortcut serving this purpose.
