Connecticut General Statutes

Conn. Gen. Stat. § 33-735 (2026)

Requirements for and duties of board of directors

✓ current as of May 2026
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(a) Except as provided in section 33-717, each corporation shall have a board of directors.

(b) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed by or under the direction of, its board of directors, subject to any limitation set forth in the certificate of incorporation or in an agreement authorized under section 33-717.

(P.A. 94-186, S. 83, 215; P.A. 96-271, S. 61, 254.)

History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (b) to replace “articles” of incorporation with “certificate” of incorporation, effective January 1, 1997.

Notes of Decisions
Cited in 3 cases, 2002–2015 · leading case: MBIA Inc. v. Fed. Ins., 652 F.3d 152 (2d Cir. 2011).
MBIA Inc. v. Fed. Ins., 652 F.3d 152 (2d Cir. 2011). “Conn. Gen.Stat. Ann. § 33-735(b). In other words, corporate powers and management are exercised by agents “under the authority of’ or “under the direction of’ the board.”
Fairfax Props., Inc. v. Lyons, 806 A.2d 535 (Conn. App. Ct. 2002). · cites it 2× “According to General Statutes § 33-735, “(a) each corporation shall have a board of directors [and] (b) [a]ll corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed by or under the direction of, its board of…”
Success, Inc. v. Curcio (Conn. App. Ct. 2015). · cites it 2× “’’ General Statutes § 33-735 (b). Portions of the relevant corporate records of J.”
— Conn. Gen. Stat. § 33-735(b) — 1 case
MBIA Inc. v. Fed. Ins., 652 F.3d 152 (2d Cir. 2011). “Conn. Gen.Stat. Ann. § 33-735(b). In other words, corporate powers and management are exercised by agents “under the authority of’ or “under the direction of’ the board.”
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