Writing Corporate Bylaws
When forming a new corporation, one of the first things you will need to do is create your corporate "bylaws," which are often confused with the articles of incorporation. Contained within a single written document, the bylaws dictate the operating standards and procedures that the corporation will follow throughout its life as a business entity -- outlining what the corporation can and cannot do. This set of rules addresses specific duties of the officers and directors, procedures for meetings, how to amend the bylaws, and other considerations.
The articles of incorporation, on the other hand, is a document filed with the state which generally outlines the makeup of the corporation. The bylaws go into much more detail and do not have to be filed with an agency. The basics of corporate bylaws are covered below. Keep in mind that other types of business structures, such as partnerships, also require or at least benefit from writing bylaws.
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Corporate Bylaws: What Is Covered
Corporate bylaws will likely be more complex the larger the business, but a typical corporation's bylaws will cover and contain the following:
- The corporation's identifying information (name, address, and principal place of business)
- Number of directors and corporate officers authorized for the corporation
- Number and type of shares and stock classes that the corporation is authorized to issue
- Procedure for director and shareholder meetings -- including frequency, location, and protocol
- Procedure for corporate record-keeping -- including rules for preparation and inspection of records
- What constitutes a conflict of interest with respect to the corporation
- Procedure for amending articles of incorporation and bylaws
Writing the Corporate Bylaws
A new corporation's bylaws are typically created by the person (or persons) who initiated the incorporation process (called the "incorporator"), or they may be written (or formally adopted) by the new corporation's board of directors, as one of the board's first actions. The bylaws also should address the corporation's primary goals and reasons for existence.
A company's corporate bylaws typically will start off with the most general information, such as the company's name and location and the names of the directors and officers. There also will be a section on when and where shareholder meetings are held and perhaps a statement that the board may call meetings as needed. The bylaws also should address what constitutes a quorum for voting purposes, and rules for proxies.
Finally, the day-to-day duties and responsibilities of each officer (executives such as the CEO and CFO) must be spelled out in the bylaws. The exact contents of the bylaws will vary from one corporation to the next.
No Government Filing
While your new corporation's "articles of incorporation" must be filed with the Secretary of State office in your state (or similar business filing agency), corporate bylaws are not filed with any agency. They are kept as a key part of your corporation's business records, and may need to be disclosed to potential investors, creditors, and other entities with whom your corporation does business.
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Writing your new corporation's bylaws is an important step on your organization's path to success. Make sure to do it right the first time. To ensure that your new business covers all legal bases at all times during the incorporation process, you should consult with a small business attorney in your area today. Get a free case review now.