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Corporate Bylaws Form PDF Free Download
Corporate Bylaws Template
corporate bylaws outline the ownership structure, business operations, and management of a corporation.
The bylaws are written by the initial directors, who are typically named in the articles of incorporation filed with the Secretary of State.
After the bylaws are created, the document should be signed by each director.
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.
While corporate bylaws may differ based on the size and type of the corporation, they generally cover the same points, including:
The structure and basic information of the corporation
A list of committees
Details on the makeup and appointment of the board of directors
The roles and responsibilities assigned to officers
Information on shareholders and stock options
How shareholder and board meetings are run
Bylaws don’t need to be registered in most states, but they need to be kept on company grounds in the event of an investigation or audit.
In general, most corporations will have both documents.
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 in order 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.
A business’s articles of incorporation are public records which means anyone can look up that information, while corporate bylaws simply explain how the business is run and aren’t necessarily available to the public.
Are Corporate Bylaws Required?
Corporate bylaws are required in the following 31 states:
When Should I Use a Corporate Bylaws Template?
You should use a corporate bylaws template if you plan on incorporating your business.
Most states require that corporations have bylaws, but there are usually no set criteria or legal requirements for their content.
However, bylaws do have to address incorporation standards mandated by the state, such as the number of the corporation’s board directors or how bylaws can be amended.
For example, California has no strict specifications for what has to be written in corporate bylaws.
However, a company incorporated in California with more than three shareholders is required to have at least three directors on its board, which must be noted in the company bylaws.
Not every state requires corporate bylaws, but it’s recommended you have one prepared in case business interests, financial institutions, or legal authorities want to look into your company’s operations.
A company incorporated as a C corporation, or C corp, is taxed separately from its shareholders, but also retains its profits and losses independently.
The IRS considers the C corp as the default standard for corporations.
However, other types of business entities also have to produce their own bylaws.
While S corporations, or S corps, are different business entities than C corporations, they are subject to the same corporate bylaw requirements.
Company bylaws for both types of corporations are state-mandated management guidelines that are written to protect the shareholders and the board of directors from liabilities.
How to Create Bylaws
Creating bylaws involves the initial incorporators of the entity writing a simple agreement of the rules for decision-making and when annual meetings are to occur.
Step 1 – Gather the Incorporators
The initial incorporators or shareholders who currently own the company will select the leaders of the business moving forward.
In most states, it is required that a majority of the shareholders, either majority or two-thirds vote, to make the initial decisions.
Step 2 – Select the Initial Directors and Chairperson
Also known as a board of directors, these individuals will be the primary decision-makers of the business.
Usually, the individuals with a majority of shares will be nominated to the board with a chairperson that controls the meetings.
For annual meetings to occur, a minimum number or percentage of the board of directors must be present at the meeting.
Step 3 – Create the Rules for the Entity
Once the initial directors have been selected they can begin to make rules for the entity.
Rules to be decided on include:
How business decisions are made
When and where annual meetings are to occur
Per cent of shareholders needed to make decisions
When and how dividends are paid
Roles for each officer or member
Step 4 – Write the Corporate Bylaws
Download and fill out the corporate bylaws template.
In most states, a secretary for the business or other administrative person needs to sign for the agreement to be in effect.
However, it is recommended that a majority of the shareholders sign the bylaws and notarize the document using a notary acknowledgement.
Step 5 – Schedule Meetings and Amend
After the corporate bylaws have been written, the board of directors can start business activities by obtaining an Employer Identification Number (EIN) from the IRS.
Bank accounts can be created in addition to hiring employees and making meetings and further amending the corporate bylaws as the business changes.
|No. of Pages||7|
|PDF Size||2 MB|
Corporate Bylaws Form PDF Free Download