Corporate bylaws are designed to function as the internal rules for your business. These documents should be more detailed than your business’ Articles of Incorporation. The corporate structure provided in your company’s bylaws provides many benefits, including limited liability. Keep in mind that if you do not follow your state laws, you risk losing those benefits. Even if Corporate Bylaws aren’t required in your state, it’s advisable to create them anyway. These laws provide ground rules for your business and help your executives stay on the same page. Here's what you need to know about Corporate Bylaws for your business.

Corporate Bylaws provide the internal rules for your business, while your Articles of Incorporation, establish the essentials for the formation of your company. Your bylaws are meant to be guiding principles and specifically address issues regarding the day-to-day operations of your business.

Bylaws are generally drafted and approved by your company’s Board of Directors. If you have a small business, this might mean that you will write the bylaws with your co-owners, often with the assistance of an attorney.

This answer depends on the state your business is in. While most states require businesses to have Corporate Bylaws, there are some states that to do not. If your state does require them, you will also need to have them filed with the Secretary of State or another official office as specified by your state.

Having Corporate Bylaws is a good idea for every business even if they are not required in your state. These bylaws provide basic information regarding the function and operation of your business. Having these important issues addressed at the beginning of your company’s formation will help prevent conflict among owners over the years.

Your company’s bylaws can be as specific or broad as you like. Below are some common topics that are often covered in company bylaws:

Bylaws will identify where the company is located and its name. The bylaws may also include your company’s overarching purpose or mission statement. That mission statement will not only spell out the company’s purpose but it will also detail its values.

Company bylaws will typically identify the names of members. Additionally, it will identify the terms that directly affect membership. Some common examples include:

• How members are chosen
• Whether and how members can be removed
• Procedures for disciplining members
• Types of membership
• Member voting rights

If you are forming a corporation and will not have members, you can simply state that in your bylaws.

Your company’s Board of Directors is the management body of the company. Rather than overseeing the day-to-day operations, they will provide high-level oversight and guidance. Generally, corporations are required to have a Board of Directors.

The Board of Directors section of your bylaws will typically address:

• How many directors your company will have
• How those directors are selected
• Eligibility to sit on the Board of Directors
• The term length of a director
• Duties of the Board of Directors
• Requirements to hold meetings

The bylaws should address how and when meetings will be held, as well as the process for setting annual, regular, and special meetings.

In your corporate bylaws you should also include information about how the bylaws can be changed down the road. While the bylaws may seem complete initially, in general, it is a good idea to revise your bylaws at least once every five years. Your bylaws should outline a process to make those changes.

Your corporation is required to maintain certain records, such as minutes and Articles of Incorporation. The bylaws should explain how these records will be prepared and kept in order to help ensure that your company maintains legal compliance with state laws. The bylaws may also include steps members must take to access and inspect records.

No, you are not legally required to have an attorney write your bylaws, however having a professional to help you is a good idea. Every company has different bylaws, and each state has its own requirements about what should be included in this corporate document and an attorney can help you navigate these requirements to ensure your business is in compliance.

**Disclaimer: The content used in the article is not to be used as legal advice and is for illustration and general informational purposes only. If you have questions about your particular situation, please contact us to schedule a consultation with one of our experienced attorneys.