Free Corporate Bylaws

Free Bylaws Template

To download this free corporate bylaws template into MS Word or Google Docs, simply hover your mouse over the document and press the button. To save time, we recommend using our free corporate bylaws generator.

Bylaws Example PDF

Wondering how to write your corporate bylaws, and what it should look like when it’s completed? You can view our simple bylaws example PDF, which details the establishment of the corporation, “ABC, Inc.”

What Information Must be Included in Your Corporate Bylaws?

Corporate bylaws should include:

• Corporation Name
• Incorporation State
• Statement of Purpose
• Registered Office and Agent
• Shareholders and Directors Meeting Guidelines
• Board of Directors election and decision-making procedures
• Timeframe and manner of providing periodic reports to the shareholders
• Procedure for determining the interval and payment of dividends

Corporate Name and Incorporation State

Your corporate name is the name specified in your articles of incorporation, and your incorporation state is the state where your corporation was formed.

Registered Office and Agent

The registered office is the physical location where your corporation receives official notices, such as legal documents regarding a lawsuit. The registered office address must be in the same state the corporation was registered (it cannot be a PO Box), and must have a registered agent present during normal office hours. Note: Your registered office doesn’t have to be where your working offices actually are.

A registered agent is an individual or company who has the authority to accept any legal or state documents on behalf of the business.

Statement of Purpose

A corporation is generally formed for a specific reason and business purpose. That purpose can be stated in the bylaws. However, to remain flexible, bylaws usually state that the corporation’s purpose is any lawful services or activities performed by the corporation.

For example, the statement of purpose for an airline company could be: “The operation of aircraft and the transportation of passengers, cargo, and mail by air.”

Alternatively, if shareholders want to limit what kinds of services or activities the corporation can undertake (possibly to ensure management doesn’t stray from their designated purpose), the bylaws could be more specific.

Board of Directors

The board of directors oversees all business affairs, and determines the broader decisions of the corporation. The number of directors, their powers, their time in office, and manner of election or termination should be outlined in your corporate bylaws.

Note: You must have at least one member on your board of directors. Having an even number of directors isn’t recommended as voting could result in a tie — leaving the corporation in a difficult position if there is no tie-breaking procedure in place.

Shareholders and Directors Meetings

A shareholder meeting, or general meeting, allows shareholders to vote on corporate matters such as:

• the board of directors
• amendments to corporate bylaws
• capital increases
• mergers and acquisitions

A directors meeting allows the board to handle serious operational issues within the company such as:

• the appointment of officers
• determination of executive compensation
• major policy decisions
• approval of (and recommendation for or against) issues to be submitted to the shareholders for their vote

Quorum

A quorum is the minimum shareholder presence required at a shareholder meeting for decisions at said meeting to be valid.

This refers to the percentage of shares and not the number of shareholders present. Most companies require 51% of shares to be represented during voting.

Unlike the shareholders quorum, a quorum for directors is based on the number of people rather than the percentage of shares represented. Most companies require a majority of directors to be represented during voting.

Reports

Periodic reports of the company’s financial statements may be provided monthly, quarterly, and annually to shareholders.

An annual report details all corporate activities from the previous fiscal year. Depending on the incorporation state, businesses may be required to file an annual report with their state’s Secretary of State office.

Frequently Asked Questions

Do you need corporate bylaws when you form a corporation?

No, you don’t need to create your bylaws on the same date your corporation is formed. In fact, companies typically adopt corporate bylaws after assembling their board of directors.

Can you amend corporate bylaws?

Yes, corporate bylaws can be amended whenever necessary — provided such amendment is done according to any procedures included in the bylaws.

For example:

• Can an amendment of the bylaws be proposed by a shareholder or only by a director?
• Does amendment of the bylaws require a shareholder vote?
• Does amendment of the bylaws require approval by more than a simple majority of directors or shareholders?

What is a corporate resolution?

A corporate resolution is any action that has been voted on by the shareholders or directors. Resolutions range from amending the company bylaws to organizing and assigning officers to special committees.

How are bylaws different from articles of incorporation?

A company’s articles of incorporation are the initial formation documents needed to register a business as a corporation. Articles of Incorporation are required by law, and must be filed with the Secretary of State where the corporation was formed.

Corporate bylaws outline the internal rules and processes by which a newly incorporated business governs itself. They may be required or optional depending on the state, however, they are highly recommended whenever there’s more than one shareholder.

Do I need bylaws as an LLC or partnership?

Corporate bylaws are typically used when restructuring a business as a corporation. You don’t need to draft corporate bylaws if your business was formed using a limited liability operating agreement or partnership agreement. Both agreements include similar guidelines as a corporation’s bylaws.