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.
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.
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:
How to Amend the Corporate Bylaws?
To amend your corporate bylaws, you will need to:
- 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).
- Share a copy of the proposed amendments – your corporate minutes should include a copy, and you should share a copy with all board members.
- 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.
- 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.
- 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.
Frequently Asked Questions
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.