Writing Corporate Bylaws

Wed Apr 1, 2009 10:18am EDT

When forming a new corporation, one of the first things you will need to do is create your business's corporate "bylaws." 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.

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 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.

* Procedure for amending articles of incorporation and bylaws.

Writing the Corporate Bylaws

A new corporation's bylaws are typically created by the person(s) 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.

To get an idea of what your bylaws may look like, go here to see sample corporate bylaws for a fictitious business.

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.

Get Help Now

Writing your new corporation's bylaws is an important step on your business's path to success. To ensure that your new business covers all legal bases at all times during the incorporation process, you may wish to consult an experienced business attorney.

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