New Jersey corporate bylaws are rules crafted by the board or incorporators that guide the company’s structure, operations, and stakeholder roles. Adopted post-formation with a five-day notice for the inaugural meeting, these bylaws are amendable or repealable at any majority vote by the board or shareholders, as the certificate of incorporation permits.
They remain internal documents, not submitted to the Secretary of State, ensuring flexibility and privacy in managing corporate governance.
Legal Requirements
New Jersey mandates that all corporations establish and uphold bylaws. [1] Additionally, corporations are expected to adhere to other relevant statutory obligations, including:
- Annual Meetings: Shareholders must hold an annual meeting at a time and place specified in the bylaws. [2] The failure to hold a meeting does not affect otherwise valid corporate actions.
- Corporate Bylaws: The board adopts the initial bylaws at its organization meeting and may modify them unless reserved for shareholders in the certificate of incorporation. [3]
- Issuance of Stock: Corporations can create and issue shares as stated in their certificate of incorporation. [4]
Naming Considerations
- Required Words: “Corporation,” “Incorporated,” “Limited,” an abbreviation thereof, or language of like import (choose one).
- Prohibited Words: Language stating/implying entity is organized for impermissible purposes and any name of a dissolved corporation before one year has passed.
- Name Reservation Period: 120 days.
- Renewal Period: Renewable for one 120-day period.
- Transferability: Yes.
Emergency Bylaws
The board of directors can create emergency bylaws activated during crises affecting the corporation, such as a county attack or nuclear disaster. These bylaws expire once the emergency ends. [5] Any provision of the regular bylaws that does not conflict with the emergency bylaws will remain in effect during the emergency.
