Illinois corporate bylaws establish the rules and structure for a corporation’s internal affairs. They define the roles and responsibilities of officers and directors and outline meeting policies, quorum requirements, and voting procedures.
Although not filed with the state, they are essential for outlining how to handle emergencies, make amendments, and manage day-to-day operations.
Legal Requirements
Corporate bylaws are required in Illinois (§805 ILCS 5/2.20).
- Annual Meetings – 805 ILCS 5/7.05
- Corporate Bylaws – 805 ILCS 5/2.25
- Issuance of Stock – 805 ILCS 5/6.10
Naming Considerations
- Required Words: “Corporation,” “Company,” “Incorporated,” “Limited” or an abbreviation thereof.
- Prohibited Words: Corporations are prohibited from using specific language that can be misleading. This language includes stating or implying that the corporation is authorized or empowered to conduct the business of insurance, assurance, indemnity, or the acceptance of savings deposits. Corporations are also prohibited from stating or implying that they are engaged in banking unless permitted by the Commissioner of Banks and Real Estate under the Illinois Banking Act. Additionally, corporations cannot claim that they are a government agency or affiliated with a government agency. Corporations need to avoid using such language to ensure transparency and clarity in their communications.
- Name Reservation Period: 90 days.
- Renewal Period: Statute silent.
- Transferability: Yes.
Emergency Bylaws
In case of a catastrophic emergency that prevents a quorum of directors from attending a meeting, the board of directors can adopt emergency bylaws. These bylaws facilitate the corporation to continue its operations until the situation is resolved, after which they become ineffective. (805 ILCS 5/2.30)
