If you're building a venture-backed tech startup incorporated as a c-corporation in Delaware, you’ll need to keep up with legal requirements related to stockholder meetings. These meetings aren’t just a box to check—they play a critical role in your corporate governance, decision-making, and investor relations.
Here’s what founders need to know.
Under the Delaware General Corporation Law (DGCL), corporations are generally required to hold annual meetings of stockholders. Most startup bylaws also include this requirement.
At these meetings, stockholders typically:
● Elect directors to the board ● Vote on key corporate actions ● Receive updates on the company's performance
✅Founder Tip: Set a recurring date (e.g., every June) to make this part of your annual rhythm and demonstrate good governance to investors.
While the DGCL generally requires annual stockholder meetings, there is an exception that can be especially helpful for early-stage or closely held startups:
Written Consent in Lieu of a Meeting. DGCL § 211(b): Allows corporations to forgo an annual meeting if all required actions (like director elections) are completed via written consent.
Failure to Hold a Meeting
If directors are not elected within 13 months, stockholders can petition the Delaware Court of Chancery to compel a meeting. But if directors are elected by written consent, this provision is usually not triggered.
🗓Founder Tip: Early-stage startups can often manage governance efficiently with written stockholder consents, but as your cap table grows, formal meetings will become necessary.
Special Stockholder Meetings Special meetings can be called outside of the annual cadence to address time-sensitive or major events—like:
● Amending the Certificate of Incorporation ● Approving a merger or acquisition ● Authorizing new share classes
These meetings are usually called by the board, but your bylaws might grant that authority to stockholders or other parties. It’s worth double-checking.
Delaware law requires that stockholders receive timely notice before any meeting. Notices must include:
● Date, time, and location (or access info if virtual) ● Agenda and any matters to be voted on
Startups need to comply with minimum notice periods under the DGCL—no less than 10 days and no more than 60 days in advance of the meeting.