USA: Governing Laws/Bylaws Requirements

The bylaws of the corporation describe the internal rules governing the management of the Corporation. They do not form a part of the Articles of Incorporation and do not have to be included with the initial corporate filing. While most states do not require bylaws, different state laws may require business to file Articles of Incorporation, a document that is filed with the Secretary of State by the individuals organizing the corporation. The state then issues a Certificate of Incorporation that legally entitles a corporation to operate as a business within the state.

The Articles of Incorporation describe the purpose of the corporation as well as the share structure. The Articles will also list the names of the individuals who are acting as incorporators for the corporation and may also list the names of the individuals acting as initial directors for the corporation. The actual rules governing the management of the corporation would be contained in a separate document called the Bylaws.

The bylaws are simply rules that govern the internal management of your corporation. Each set of bylaws will be specific to each organization, but the basic components of bylaws are as follows:

  • An Organization’s Name, Purpose and Office(s) Location
  • Members
  • Board of Directors
  • Committees
  • Officers
  • Meetings
  • Conflict of Interest
  • Amending Bylaws There are many free resources and templates available online for bylaws, here is an example of a bylaws template from LawDepot Free Corporate Bylaws.


Previous Section Next Section

Have a comment, edit, or item to add? Share your thoughts by commenting below!

comments powered by Disqus