What are corporate bylaws?

Corporate bylaws are rules that govern how a corporation is run. Bylaws define a corporation's purpose, how it will operate, and the duties and responsibilities of the people who own and manage it. They also let you specify shareholder ownership rights, select officers and directors, plan annual meetings, and establish how to remove officers or directors. Corporate bylaws also describe how stock is issued by the corporation. Corporate bylaws are sometimes called corporation bylaws, company bylaws, or a bylaws template.

Are corporate bylaws legally required?

Most states require businesses to create and maintain corporate bylaws. Even if your state does not require bylaws, having a copy of the bylaws on hand is crucial for the internal processes of the business. The bylaws essentially set forth the basic rules and procedures for how the business will operate and the rights and duties of its owners and managers. Keeping your bylaws updated will help to resolve potential disputes within the business long before serious problems arise.

Do corporate bylaws need to be signed?

While there is no need to sign the bylaws, they need to be formally adopted by passing a resolution at a board meeting. The secretary should sign the Certificate of Adoption confirming and recording that the board of directors adopted the bylaws for official use. The secretary may have this page notarized using the Notary Acknowledgment page to confirm the validity of the signature. Once your bylaws have been adopted, you should store your approved bylaws in your corporate records book. Be sure that you store your records in a safe location. It is a good idea to keep both physical and electronic copies. The following documents should be stored in your corporate records book: Corporate bylaws Articles of incorporation Shareholder agreement Meeting minutes Corporate resolutions Notice of meeting Waiver of notice Stock certificate Stock transfer ledger

When do corporate bylaws come into effect?

Corporate bylaws come into effect upon adoption in a corporate meeting through a directors' resolution or shareholders' resolution.

Can corporate bylaws be amended or updated?

Yes, corporate bylaws may need to be amended or updated from time to time. It is easy to forget the ins and outs of your bylaws. Periodically reviewing and updating it will help you stay familiar with any responsibilities or requirements so that you can determine when it needs changes or additions. In addition, as your policies change or new laws pass, you will need to update your bylaws. Typically, corporations do this every two or three years to ensure compliance.

Do I need corporate bylaws as an LLC or partnership?

Corporate bylaws are typically used by profit or non-profit corporations to structure their business. To specify internal rules and polices, LLCs may use limited liability operating agreements, while partnerships may use partnership agreements.

Which decisions should be considered in corporate bylaws?

There are a number of decisions that should be included in a company's Corporate Bylaws, such as: Notice for special meetings: the amount of notice needed to call a special meeting, if notice is required Remote meetings: whether or not remote communication can be used in meetings with directors or shareholders Voting: what percentage of votes would constitute a quorum, if shareholders can form voting trusts, and if cumulative voting is allowed Company management structure: if the company will have a simple structure (consisting of a president, treasurer, and secretary) or a complex management structure (containing a CEO, CFO, COO, presidents, and vice-presidents) Corporate bylaws are also used to decide the number of directors the corporation will have, who is eligible to appoint officers, and whether or not the corporation can lend money to its officers, directors, or employees.

What is the difference between articles of incorporation and corporate bylaws?

The articles of incorporation are legal papers that are filed with the Secretary of State in order for a business to be registered as a corporation. On the other hand, corporate bylaws are internal policies that lay out the day-to-day rules and operating procedures for a corporation after it has been formed. Corporate bylaws do not need to be filed with the state.

Corporate Bylaws

Corporate bylaws are a set of rules and procedures used to determine how a C corp, S corp, or nonprofit will be run.

Our corporate bylaws template provides a comprehensive set of bylaws to satisfy your corporation's needs.

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Corporate Bylaws

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Our corporate bylaws template

Defines the relationships, duties, and responsibilities of the people who own and manage a corporation
Provides step-by-step guidance to easily construct your corporate bylaws
Is compliant throughout all states and the District of Columbia
Is customizable for non-profits and for-profit corporations
Dynamically changes to adjust to your particular needs

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Complete Your Corporate Bylaws in 3 Steps

Gather Information

As you complete your corporate bylaws, you will need to provide certain relevant information. This includes director compensation and the company's fiscal year.

Complete Our Short Questionnaire

Use the information you collected to complete the bylaws. We make this easy by guiding you each step of the way and helping you to customize your document to match your specific needs.

Review and Adopt

It is important to read your bylaws thoroughly to ensure the document is free of errors and omissions. After completing your bylaws, they need to be formally adopted by passing a resolution at a board meeting.

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