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Home Business Corporate Bylaws

Corporate Bylaws Template

Use our Corporate Bylaws form to establish how your corporation will operate.

Updated August 29, 2023 | Legally reviewed by Brooke Davis

With a corporate bylaws template, you can draft the guidelines necessary to start your own corporation. Having proper bylaws for your company helps ensure no legal or financial complications later on.

Table of Contents
  • What are Corporate Bylaws?
  • Are Corporate Bylaws Required By States?
  • How to Amend the Corporate Bylaws?
  • Sample Corporate Bylaws Template
  • Frequently Asked Questions

What are Corporate Bylaws?

Corporate bylaws, also called company bylaws or just bylaws, are a set of instructions for how a corporation is run. Written by a company’s board of directors as one of its first duties, bylaws outline the operational procedures of those directly involved with the corporation.

Corporate bylaws aim to establish the internal rules and regulations governing a corporation’s day-to-day business. They guide the board’s actions and decisions and help prevent and resolve conflicts or disagreements. In short, corporate bylaws establish the company’s management structure, its procedures, and any dispute resolution processes.

What information should be included in corporate bylaws?

While corporate bylaws may differ based on the size and type of the corporation, they generally cover the same points, including:

  • Formal name of the corporation
  • Board of Directors
  • Committees
  • Shareholders
  • Annual meeting details
  • Voting rights and quorum
  • Stocks and dividends
  • Conflicts of interest
  • Amendments

Bylaws don’t need to be registered in most states but must be kept on company grounds in case of an investigation or audit. In general, most corporations will have both documents.

Are Corporate Bylaws Required By States?

The requirement for corporate bylaws varies from state to state. However, most states require you to have corporate bylaws, and in those that don’t, it’s still beneficial.

Below you can see what states require corporate bylaws and which ones don’t:

StateRequired?Statute
AlabamaYes§ 10A-2A-2.05(a)
AlaskaNoAS 10.06.228, AS 10.06.230, AS 10.06.233
ArizonaYesARS 10-206(A)
ArkansasYes§ 4-27-206(a)
CaliforniaNo§ 210, § 211, § 212, and § 213
ColoradoNo§ 7-102-106
ConnecticutYes§ 33-640(a)
DelawareYes§ 109
FloridaYes§ 607.0207(1)
GeorgiaYes§ 14-2-206(a)
HawaiiYes§ 414-36(a)
IdahoYes§ 30-29-206(a)
IllinoisYes805 ILCS 5/2.25
IndianaYes§ 23-1-21-6(a)
IowaNo§ 490.206(1)
KansasNo§ 17-6009
KentuckyYes§ 2-060(1)
LouisianaNoRS 12:1-206
MaineYes13-C §206(1)
MarylandYes§ 2-109(a)(1)
MassachusettsYesCh. 156D § 2.06(a)
MichiganNo§ 450.1223
MinnesotaNo§ 302A.181(1)
MississippiYes§ 79-4-2.06
MissouriNo§ 351.290(1)
MontanaYes§ 35-14-206(1)
NebraskaYes§ 21-224(a)
NevadaNoNRS 78.120(2)
New HampshireYes§ 293-A:2.06(a)
New JerseyYes§ 14A:2-9(1)
New MexicoYes§ 53-11-27
New YorkYesBSC § 601(a)
North CarolinaYes§ 55-2-06(a)
North DakotaNo§ 10-19.1-31(1)
OhioNo§ 1701.11
OklahomaYes§ 18-437.6
OregonYes§ 60.061
PennsylvaniaNo§ 1504
Rhode IslandNo§ 7-1.2-203
South CarolinaYes§ 33-2-106(a)
South DakotaYes§ 47-1A-206
TennesseeYes§ 48-12-106(a)
TexasYes§ 21.057(a)
UtahNo§ 16-10a-206
VermontYes11V.S.A. § 2.06(a)
VirginiaYes§ 13.1-624(a)
WashingtonYes§ 23B.02.060(1)
Washington D.C.Yes§ 29–302.06
West VirginiaYes§ 31D-2-205(a)
WisconsinNo§ 180.0206
WyomingYes§ 17-16-206(a)

How to Amend the Corporate Bylaws?

To amend your corporate bylaws, you will need to:

  1. Call a meeting – You can discuss changing corporate bylaws in any meeting, but in most cases, a special meeting notice will be required (this will be outlined in your bylaws).
  2. Share a copy of the proposed amendments – your corporate minutes should include a copy, and you should share a copy with all board members.
  3. Vote – Depending on your corporate bylaws outline, all shareholders and board members must vote on the proposed amendments at a meeting—Ensure a quorum is present if required.
  4. Provide a written resolution – If the amendments are accepted, and the vote is in favor, you need to provide a written resolution detailing the changes.
  5. Amend the corporate bylaws – Finally, amend your current bylaws with the new changes. You can use the company amendment pages or add them to the official bylaws to amend your bylaws. You may need to send a copy of the updated articles to the Secretary of State.

Sample Corporate Bylaws Template

Use a corporate bylaws template to ensure your corporation has the proper guidelines to avoid future complications.

Corporate Bylaws Template

Adobe PDF
Microsoft Word (.docx)

Frequently Asked Questions

Are corporate bylaws legally binding?

Yes, corporate bylaws are legally binding rules that the corporation and board of directors create and approve once the business is incorporated. They are legally enforceable among the members of the corporation.

When do corporate bylaws come into effect?

Corporate bylaws come into effect once the corporation’s board approves. After writing your corporate bylaws, they need to be voted on by the board. When approved, the bylaws become official and binding on the corporation.

Are corporate bylaws need to be notarized?

In most jurisdictions, corporate bylaws don’t need to be notarized to be considered valid.

What is a quorum?

A quorum is the minimum number of shareholders or directors that must be present (in person or sometimes virtually) at a shareholder or board meeting for the meeting to be legally conducted and for business decisions to be made.

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

The difference between articles of incorporation and corporate bylaws is that while articles of incorporation are filed with the Secretary of State for a business to be registered as a corporation, corporate bylaws are a set of internal instructions for how a corporation is run that are kept on file with the corporation.

Related Business Formation Documents

  • Articles of Incorporation: A set of formal documents that contain the basic information needed to form an incorporated business (or corporation).
  • Shareholders’ Agreement: Use this document to explain the structure and nature of shareholders' relationships to the corporation and to one another.
  • LLC Operating Agreement: An internal written document among members of a Limited Liability Company (“LLC”).

Create Your Corporate Bylaws in Minutes!

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Corporate Bylaws Template

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