Updated November 11, 2022
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.
By State
- Alabama
- Alaska
- Arizona
- Arkansas
- California
- Colorado
- Connecticut
- Delaware
- Florida
- Georgia
- Hawaii
- Idaho
- Illinois
- Indiana
- Iowa
- Kansas
- Kentucky
- Louisiana
- Maine
- Maryland
- Massachusetts
- Michigan
- Minnesota
- Mississippi
- Missouri
- Montana
- Nebraska
- Nevada
- New Hampshire
- New Jersey
- New Mexico
- New York
- North Carolina
- North Dakota
- Ohio
- Oklahoma
- Oregon
- Pennsylvania
- Rhode Island
- South Carolina
- South Dakota
- Tennessee
- Texas
- Utah
- Vermont
- Virginia
- Washington
- Washington D.C.
- West Virginia
- Wisconsin
- Wyoming
Table of Contents |
What are Corporate Bylaws?
Corporate bylaws are created by the board of directors who are usually the shareholders of the corporation and listed on the articles of incorporation. Once complete, a copy of the bylaws should be kept at the principal place of business and updated after each meeting, if necessary.
What Should be Included?
- Name of Corporation
- Board of Directors
- Stock Certificates
- What Determines a Quorum
- Voting Rights
- Date and Time of Annual Meetings
- Committees
- Indemnification
- Other Individuals (officers, members, etc.)
What is a Quorum?
A quorum is a minimum number of directors or shareholders that is required to have a meeting. It is common to have a majority or at least 50% of individuals present to constitute a quorum.
Are Corporate Bylaws Required?
Corporate bylaws are required in the following 31 states:
| State | Required? | Statute |
| Alabama | Yes | § 10A-2A-2.05(a) |
| Alaska | No | AS 10.06.228, AS 10.06.230, AS 10.06.233 |
| Arizona | Yes | ARS 10-206(A) |
| Arkansas | Yes | § 4-27-206(a) |
| California | No | § 210, § 211, § 212, and § 213 |
| Colorado | No | § 7-102-106 |
| Connecticut | Yes | § 33-640(a) |
| Delaware | No | § 109 |
| Florida | Yes | § 607.0207(1) |
| Georgia | Yes | § 14-2-206(a) |
| Hawaii | Yes | § 414-36(a) |
| Idaho | Yes | § 30-29-206(a) |
| Illinois | No | 805 ILCS 5/2.25 |
| Indiana | Yes | § 23-1-21-6(a) |
| Iowa | No | § 490.206(1) |
| Kansas | No | § 17-6009 |
| Kentucky | Yes | § 2-060(1) |
| Louisiana | No | RS 12:1-206 |
| Maine | Yes | 13-C §206(1) |
| Maryland | Yes | § 2-109(a)(1) |
| Massachusetts | Yes | Ch. 156D § 2.06(a) |
| Michigan | No | § 450.1223 |
| Minnesota | No | § 302A.181(1) |
| Mississippi | No | § 79-4-2.06 |
| Missouri | No | § 351.290(1) |
| Montana | Yes | § 35-14-206(1) |
| Nebraska | Yes | § 21-224(a) |
| Nevada | No | NRS 78.120(2) |
| New Hampshire | Yes | § 293-A:2.06(a) |
| New Jersey | Yes | § 14A:2-9(1) |
| New Mexico | Yes | § 53-11-27 |
| New York | Yes | BSC § 601(a) |
| North Carolina | Yes | § 55-2-06(a) |
| North Dakota | No | § 10-19.1-31(1) |
| Ohio | No | § 1701.11 |
| Oklahoma | Yes | § 18-437.6 |
| Oregon | Yes | § 60.061 |
| Pennsylvania | No | § 1504 |
| Rhode Island | No | § 7-1.2-203 |
| South Carolina | Yes | § 33-2-106(a) |
| South Dakota | Yes | § 47-1A-206 |
| Tennessee | Yes | § 48-12-106(a) |
| Texas | Yes | § 21.057(a) |
| Utah | No | § 16-10a-206 |
| Vermont | Yes | 11V.S.A. § 2.06(a) |
| Virginia | Yes | § 13.1-624(a) |
| Washington | Yes | § 23B.02.060(1) |
| Washington D.C. | Yes | § 29–302.06 |
| West Virginia | Yes | § 31D-2-205(a) |
| Wisconsin | No | § 180.0206 |
| Wyoming | Yes | § 17-16-206(a) |
How to Create Bylaws (5 steps)
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
- Percent 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 acknowledgment.
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.
For-Profit vs. Non-Profit
For-Profit
- Higher registration and renewal fees
- Profits after expenses are distributed to the shareholders
- Salaries can be adjusted at any time
- Register at the State only (EIN required by IRS)
- Employees are paid
Non-Profit
- Lower registration and renewal fees
- Profits after expenses must be to a “worthy cause” (find out in IRS)
- Salaries of individuals must be set at the start of the year
- Register federally and with the state
- Employees are mainly volunteers
Frequently Asked Questions (FAQs)
- Who Can Amend Corporate Bylaws?
- Are Corporate Bylaws a Public Record?
- Who Signs the Corporate Bylaws?
Who Can Amend the Corporate Bylaws?
The bylaws can only be amended by the directors and/or shareholders in an official meeting. The rules of amending should be located in the most updated version of the bylaws.
Are Corporate Bylaws a Public Record?
No. Unlike the articles of incorporation which are public in most states, bylaws are a private document kept at the principal place of business.
Who Signs the Bylaws?
Bylaws are not required to be signed. It is recommended that they be signed by the corporation’s secretary or the chairman of the board, but it is not a requirement.
Sample – Corporate Bylaws
Download: Adobe PDF, MS Word, OpenDocument
Related Forms
Download: Adobe PDF, MS Word, OpenDocument