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Delaware Corporate Bylaws Template

Delaware corporate bylaws are the rules and regulations that manage the structure and functions of a corporate entity. They are contained in a document executed by the incorporators and/or directors. The document designates the corporation's directors, officers, and committees and their rights, powers, and responsibilities.
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Updated June 10, 2024

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Laws

  • Annual Meetings – An annual shareholders meeting must be held at a time and place established in the bylaws or certificate of incorporation.[1]
  • Corporate Bylaws – Bylaws may be adopted or repealed by the board of directors or by the incorporators. It may contain any provisions relating to the business, the conduct of its affairs, and the rights and powers of directors, shareholders, officers, or employees.[2]
  • Issuance of Stock – The board of directors may authorize capital stock to be issued for consideration consisting of cash, any tangible or intangible property, or any benefit to the corporation.[3]

Emergency Bylaws

State law allows for the board of directors to adopt special bylaws that become effective in the event of an emergency. The emergency bylaws are subject to amendment by the shareholders and are only effective during an active emergency.[4]

Sources

  1. § 211(a)
  2. § 109
  3. § 152
  4. § 110