Free Corporate Bylaws Template

Clear corporate bylaws help a company conduct itself and manage different affairs. Explore how to write them step-by-step, using Legal Templates’ form to guide you.

1. Add the Corporation’s Information

Start by providing the corporation’s information. Give the name, the state in which it was formed, its office address or place of business, and the date it was formed. While optional, you can also provide a brief description of the company’s purpose. This statement guides decision-making, informs company culture, and informs stakeholders about the company’s mission beyond profit-making.

2. Write Shareholder Meeting Details

Shareholder meetings let shareholders vote on specific business items, such as deciding on mergers and approving major transactions. Specify the percentage of shareholders who must be present to call a meeting. You can also decide on a quorum, which is the minimum percentage of shares or corporate officials that must be present for action-taking at a meeting.

3. Provide Director Information

State the number of directors required to serve on the company’s board. It’s advisable to have an odd number so there are no ties when the directors make decisions. You should also specify what percentage of shares all shareholders must have to remove a director.

You can also distinguish between shareholder and director meeting quorums. A director meeting quorum is based on the number of people, not the number of shares each director owns. Other director-related details to include are:

• The length of the directors’ terms
• Vacancies
• Resignation
• Removal
• Fees and compensation
• Organization (who will preside over a meeting)

4. Include Officer Details

Bylaws explain the company’s officers and management structure. It can be simple with just a president, secretary, and treasurer. Larger businesses may establish a more complex structure with roles such as:

• Vice president
• Chief financial officer (CFO)
• Chief executive officer (CEO)
• Chief operating officer (COO)

5. Write Stock Guidelines

Write stock guidelines for the issuance and transfer of stocks. You can also outline the procedures for unforeseen circumstances, like lost stock certificates. If the company has the resources to pay dividends, specify the payout process.

6. Outline Indemnification & Insurance Information

Outline whether the corporation will have the power to indemnify its employees, officers, directors, and other agents in connection with actions taken on behalf of the business. If needed, use Legal Templates’s indemnity agreement to write a more detailed contract. Also, specify if the corporation can buy and maintain insurance for one of these parties.

7. Define the Fiscal Year & Annual Report Details

Define the corporation’s fiscal year. Some companies use the calendar year, while others use another 12-month period.

Explain how and when the company will procure an annual report. The report shows the company’s financial performance, so shareholders can learn about its cash flow and overall performance.

8. Sign the Document

While corporate bylaws don’t typically have to be signed, you should acquire the signatures of board members and officers. Their signatures add legitimacy and show that the involved members agreed to adopt the bylaws. Furthermore, notarization isn’t required, but notary acknowledgment can increase the document’s validity.

View our free corporate bylaws template to understand its format. Then, create your own using our guided form. Download the final document as a PDF or Word file.

As your company grows and continues to operate, you may want to update your bylaws. Follow these steps for amending your bylaws:

1. Review existing bylaws: Determine what amendments you wish to make.
2. Check state laws: Study statutes on corporate bylaws to see if your state requires you to follow specific procedures for amendments.
3. Draft proposed amendments: Write the changes you want to implement. Be clear about what sections you’re changing, removing, or adding.
4. Call a meeting: Call a shareholder or director meeting. Issue the notice your bylaws require.
5. Conduct a vote: Allow shareholders or board members to vote on the proposed amendments, ensuring you meet the quorum requirements.
6. Record the new amendment: If approved, write a corporate resolution summarizing the changes. Record it in the corporate minutes.
7. Update your bylaws: Revise them to contain the most current provisions.
8. File amendments: If required, file amended bylaws with the appropriate body. In general, this step only applies to nonprofits.
9. Notify relevant parties: Inform officers, employees, and other stakeholders of the changes.