{"id":4920,"date":"2016-04-04T10:47:49","date_gmt":"2016-04-04T15:47:49","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-law\/smallbusiness\/incorporation-and-legal-structures\/writing-corporate-bylaws.html"},"modified":"2025-10-23T00:44:00","modified_gmt":"2025-10-23T05:44:00","slug":"writing-corporate-bylaws","status":"publish","type":"page","link":"https:\/\/www.findlaw.com\/smallbusiness\/incorporation-and-legal-structures\/writing-corporate-bylaws.html","title":{"rendered":"Writing Corporate Bylaws"},"content":{"rendered":"\n
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Writing Corporate Bylaws<\/h1>\n\n
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\n By Jade Yeban, Esq.<\/a> | Legally reviewed by Catherine Hodder, Esq.<\/a>\n | Last reviewed\n
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Editorial Note: We earn a commission from affiliate partner links on FindLaw. Commissions do not affect the editorial integrity of our legal content.<\/p>\n\n <\/div>\n \n

\n \n <\/i>\n Legally Reviewed\n <\/summary>\n\n
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This article has been written and reviewed for legal accuracy, clarity, and style by FindLaw\u2019s team of legal writers and attorneys<\/a> and in accordance with our editorial standards<\/a>.<\/em><\/p>\n\n <\/div>\n <\/details>\n\n

\n \n <\/i>\n Fact-Checked\n <\/summary>\n\n
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The last updated date refers to the last time this article was reviewed by FindLaw or one of our contributing authors<\/a>. We make every effort to keep our articles updated. For information regarding a specific legal issue affecting you, please contact an attorney in your area<\/a>.<\/em><\/p>\n\n <\/div>\n <\/details>\n<\/section>\n\n\n

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Corporate <\/span>bylaws<\/span> are the internal rules and procedures for operating a corporation. This key document establishes the roles and responsibilities of directors and officers of the corporation<\/span>, specifies shareholder rights, and sets terms of office<\/span>, times for regular meetings<\/span>, and voting procedures.<\/p>\n\n <\/div>\n\n\n\n

Every startup or new business<\/span> must navigate the maze of legal and financial tasks to become a thriving company. One of those tasks is writing corporate <\/span>bylaws<\/span>. The bylaws<\/span> dictate the operating standards and procedures the corporation will follow. It outlines what the\u00a0corporation\u00a0can and cannot do.<\/p>\n

This document is often confused with the articles of incorporation<\/span>. The\u00a0articles of incorporation<\/span><\/a>\u00a0is a document filed with the state to establish the corporation. This document has basic information about the corporation. The corporate <\/span>bylaws<\/span> are an internal legal document<\/span> that goes into much more detail. You do not have to file bylaws<\/span> with the state.<\/p>\n

This guide simplifies the process of writing corporate <\/span>bylaws<\/span>. Visit FindLaw\u2019s\u00a0Incorporation and Legal Structures<\/a>\u00a0section to learn more.<\/p>\n

Need help with business formation? Our trusted partner LegalZoom makes it easy\u2014packages start at $0 + state filing fees.<\/a><\/b><\/em><\/p>\n

Before Writing Your Bylaws<\/span><\/h2>\n

Before writing <\/span>bylaws<\/span>, you must first form a corporation with the secretary of state<\/span><\/a>. First, determine the business name, ensuring it doesn\u2019t conflict with another corporate name<\/span> in the state of registration. Then you file articles of incorporation<\/span> listing your business name, registered agent<\/span>\u2019s name and address, the corporate purpose, the number of <\/span>shares<\/span> of stock<\/span> the company can issue, and the name and address of the incorporator.<\/p>\n

Business owners should familiarize themselves with the state law<\/span> for corporate formation as each state has its own specific filing requirements and filing fees. For help with forming a corporation<\/a>, you can use online business formation services.<\/p>\n

Once your corporation is established, it\u2019s advisable to secure an\u00a0employer identification number<\/a>\u00a0(EIN). You can use this EIN to establish a separate bank account<\/span> for clear financial demarcation. This can help protect your personal assets. You will also need to get any required\u00a0business licenses.<\/p>\n

Bylaws<\/span> are specifically associated with corporations. Both for-profit corporations (like C corps or S corps) and nonprofit<\/span><\/a> corporations use bylaws<\/span>. These bylaws<\/span> detail the rules and procedures for corporate governance and operations. Other business entities, like\u00a0sole proprietorships<\/a>\u00a0or LLCs, do not use bylaws<\/span>. Instead, LLCs use an\u00a0operating agreement<\/span><\/a>.\u00a0Partnerships use a\u00a0partnership agreement<\/a>\u00a0to govern their operations. Let\u2019s discuss bylaws<\/span> in more depth.<\/p>\n

Corporate <\/span>Bylaws<\/span>: What They Cover<\/h2>\n

Corporate <\/span>bylaws<\/span> delineate the framework for how a business is governed and operated. They set forth rules and procedures for making decisions. They\u00a0establish the roles and responsibilities of company\u00a0officers and directors<\/a>\u00a0while also\u00a0specifying the rights and obligations of shareholders. Additionally, bylaws<\/span> address meeting protocols and voting rights<\/span>. The issuance and transfer of shares of stock<\/span> are addressed as well.<\/p>\n

Corporate <\/span>bylaws<\/span> will likely be more complex the larger the business. A typical company\u2019s <\/span>bylaws<\/span> will cover and contain the following:<\/p>\n