A corporate bylaws document is a set of internal rules that explain how a corporation is managed, from shareholder and board meetings to the duties of its officers. Documenting them helps a business operate consistently and stay aligned with its goals. It is also legally required by the majority of states. Use the free corporate bylaws template below to draft the document for your company.
Last Updated: October 2026. This guide is reviewed and updated regularly to reflect current law. If you notice an error or outdated information, please contact us.
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Bylaws usually rely on a standard set of terms. Knowing what each one means makes the rest of the document easier to follow, especially the sections on meetings and voting. These are the terms you will see most often:
Bylaws have to explicitly define certain concepts to ensure that the company will operate smoothly in adherence to state laws. Here is the primary information that should be outlined in the document:
The document should start with the name of the corporation. This is usually the name that was specified in the articles of incorporation. Along with that, it should specify the state of incorporation, that is, the state where the company was formed.
The principal office is the official address of a corporation that should be mention on their official website, legal documents, etc. It should not be necessarily the same as the working address of the business (which might be outside of the state of incorporation) but should be located in the state of the company’s registration.
A registered agent is a person or business entity who is authorized to receive legal documents and all correspondence on behalf of the corporation. The registered agent should be present at the physical address of the corporation during working hours.
Purpose of incorporation or the statement of purpose has to be included in every corporate bylaws as it describes the goals of the business entity, that is, why it was founded. It is one of the most essential information in corporate bylaws as it lets current and future management and officers know the purpose behind setting up the corporation and its goals for the future. An additional benefit of having a clear statement of purpose is giving prospective investors a better understanding of the company’s mission and vision.
The purpose of the statement is to provide information on:
The corporation may be specified in this section, but to ensure keeping flexibility in the dynamic business world, it’s better to be broader and mention the purpose as “any lawful services or activities.”
However, being specific might help the owners not let the company’s workers stray from the primary goal of the business. In such a case, the wording should limit the scope of services.
If a corporation is a non-profit one, the statement of purpose is extremely important as this information will influence the company’s ability to qualify for non-profit corporation status and be approved by the International Revenue Service as a tax-exempt organization. In order to qualify as such, a corporation does not have to use a specific language as it is not required by law, but a certain language is recommended. It is better to seek legal advice before writing the statement of purpose.
Directors of a corporation are individuals who help determine the business’s strategic steps and have control over their implementation. They supervise the corporate officers’ work but unlike them, are not employees and are accountable only to the stockholders.
The Board of directors might consist of only one director, but in case the number of directors is more than one, it is wise to try to include an odd number of members as it will simplify voting procedures.
Bylaws should specify the number of members of the board of directors, their rights and powers, method of election and removal, and other important information.
Bylaws should also specify the way of holding shareholders’ meetings. The meeting of shareholders (they are also referred to as an annual meeting) is crucial for the operation of a business as it allows its members to vote on corporate matters. Among such matters usually are:
This is why it is important to write the following information in bylaws:
If a corporation has only one or several shareholders, annual and special meetings can be held without a meeting in its common sense. They might take place on paper and do not require the physical presence of members. If there are more shareholders in a corporation, annual meetings should take place at a physical location approved by the board of directors.
Meetings of directors are of no less importance than meetings of shareholders as the board plays a crucial role in corporate governance. Meeting of directors are held to deal with primary operational affairs in the corporation, for example:
Corporate bylaws should mention at what place and time the board of directors might conduct meetings, and how many votes should be collected to make a decision.
It would be wise to include a clause about actions that might be authorized without a meeting. Usually, actions by written consent are permitted by states’ laws unless otherwise provided in the articles of incorporation or corporate bylaws.
Bylaws should also touch on the election and appointment of corporate officers. These are usually employees of a company who implement tactical missions of the company. These are:
In a typical corporation, there is at least a president, one vice president, a secretary, and a treasurer. Some positions might be combined. For example, states’ laws allow a person to be an officer and a director at the same time. However, the same person cannot be the president and the secretary. All of this should be explicitly specified in corporate bylaws.
A corporation’s officers are accountable to the board of directors, and the latter generally appoints them on an annual basis. It is also the board that can decide to remove a corporate officer at any time.
The document should specify whether officers are also board members and describe their powers and duties in the company.
In a corporation, the stock or equity is presented as shares, and each of the latter shows a percentage of ownership in the company.
A corporation might issue two classes of stock:
1. Common stock.
This form of equity ownership allows holders of such to elect directors of a corporation and decide on corporate policies. One of the benefits is that in a long run, common stockholders can get higher returns. The disadvantage is that in the case a corporation is liquidated or sold, the rights to a corporation’s assets will be given to such stockholders only after other categories of holders are paid in full.
2. Preferred stock.
It gives a shareholder more preferences (rights) than common equity. Such preferences imply:
Preferred shareholders have more control over the corporate life of a company than common ones. Another advantage is that they are at the forefront when it comes to the distribution of corporate assets if a company is liquidated or sold.
Stock is an important section in bylaws as a corporation that has not issued stocks to its shareholders cannot do business. The document has to specify the procedure of issuance of shares of the stock, including who and how will get the certificates. It should also specify different classes of stock.
In order to make decisions at a meeting, there should be a quorum, which is the minimum shareholder presence. It signifies not the number of shareholders, but the percentage of shares the voting shareholders possess. In the majority of companies, shareholders possessing 51% of shares constitute a quorum.
However, the quorum of directors differs from the quorum of shareholders. It is based on the number of directors voting for a particular decision. Usually, the majority of directors constitute a quorum at a meeting.
Another important piece of information that should be outlined in corporate bylaws is the method of reporting on the financial performance of a corporation. The document should state the periodicity of reports to shareholders. They might be done every month, quarter, or year.
A corporation might be required to file an annual report with the Secretary of State that would describe in detail all activities of the company from the corporation s fiscal year. It will depend on the laws of the state of incorporation.
Every bylaw should include an indemnification clause. It is meant to indemnify a corporation’s directors and officers from any responsibility that might arise due to their connection with the company. The clause commonly indemnifies and holds harmless directors and officers to the maximum extent allowed by the laws of the state of incorporation.
This provision of corporate bylaws should make directors of a corporation responsible for disclosing actual and potential conflicts of interest. The clause also lets them exclude themselves from any discussions in regards to conflicts of interest that might be considered by the board members. Including such a provision in corporate bylaws shows what duties will fall on the board of directors and lets prospective partners of the business entity see that it implements measures to prevent abuses.
Last but not least, corporate bylaws should have a provision about the procedure of bringing changes to the document. Even though bylaws should be crafted very thoroughly so that nothing has to be amended in the future, there might be a need to review the document and update some information. The amendment provision should comply with the state laws and articles of incorporation as well as any existing regulations inside of the corporation. The document is generally reviewed and changed every few years.
Once you have all the important information about the corporation in place, you can draft your corporate bylaws. Our document builder is at your disposal! Just answer some questions regarding your company and get your customized bylaws in less than 10 minutes.
In all 42 states FormsPal's verified state data covers, bylaws may contain any provision for managing the corporation that does not conflict with the law or the articles of incorporation. In 41 of those 42 states, state law also addresses how bylaws are adopted, amended, or repealed. Depending on the state, that falls to the incorporators, the board of directors, or the shareholders.
| STATES | Are Corporate Bylaws Required? | STATE LAW |
| Alabama | Yes | Alabama Code, Section 10A-2A-2.05(a) |
| Alaska | No | Alaska Statutes, Sections 10.06.228, 10.05.230, and 10.06.233 |
| Arizona | Yes | Arizona Revised Statutes, Section 10-206(A) |
| Arkansas | Yes | Arkansas Annotated Code, Section 4-27-206(a) |
| California | No | California Corporations Code, Sections 210-214 |
| Colorado | No | Colorado Revised Statutes, Section 7-102-106 |
| Connecticut | Yes | Connecticut Revised Statutes, Chapter 601, Section 33-640(a) |
| Delaware | No | Delaware Code, Title 8, Section 109 |
| Florida | Yes | Florida Statutes, Section 607.0206 |
| Georgia | Yes | Georgia Code, Section 14-2-206(a) |
| Hawaii | Yes | Hawaii Revised Statutes, Section 414-36(a) |
| Idaho | Yes | Idaho Statutes, Section 30-29-206(a) |
| Illinois | No | Illinois Compiled Statutes, Chapter 805, Section 5/2.25 |
| Indiana | Yes | Indiana Code, Section 23-1-21-6(a) |
| Iowa | No | Iowa Code, Section 490.206(1) |
| Kansas | No | Kansas Statute, Section 17-6009 |
| Kentucky | Yes | Kentucky Revised Statutes, Section 271B.2-060(1) |
| Louisiana | No | Louisiana Revised Statutes, Section 12:1-206 |
| Maine | Yes | Maine Revised Statutes, Title 13-C, Section 206(1) |
| Maryland | Yes | Maryland Annotated Code, Section 2-109(a)(1) |
| Massachusetts | Yes | Massachusetts General Laws, Chapter 156D, Section 2.06(a) |
| Michigan | No | Michigan Compiled Laws, Section 450.1223 |
| Minnesota | No | Minnesota Statutes, Section 302A.181(1) |
| Mississippi | No | Mississippi Annotated Code, Section 79-4-2.06 |
| Missouri | No | Missouri Revised Statutes, Section 351.290(1) |
| Montana | Yes | Montana Annotated Code, Section 35-14-206(1) |
| Nebraska | Yes | Nebraska Revised Statutes, Section 21-224(a) |
| Nevada | No | Nevada Revised Statutes, Section 78.120(2) |
| New Hampshire | Yes | New Hampshire Revised Statutes, Section 293-A:2.06(a) |
| New Jersey | Yes | New Jersey Statutes, Section 14A:2-9 |
| New Mexico | Yes | New Mexico Annotated Statutes, Section 53-11-27 |
| New York | Yes | New York Consolidated Laws, BSC Section 601(a) |
| North Carolina | Yes | North Carolina General Statutes, Section 55-2-06(a) |
| North Dakota | No | North Dakota Century Code, Section 10-19.1-31(1) |
| Ohio | No | Ohio Revised Code, Section 1701.11 |
| Oklahoma | Yes | Oklahoma Statutes, Section 18-437.6 |
| Oregon | Yes | Oregon Revised Statutes, Section 60.061 |
| Pennsylvania | No | Pennsylvania Consolidated Statutes, Title 15, Section 1504 |
| Rhode Island | No | Rhode Island General Laws, Section 7-1.2-203 |
| South Carolina | Yes | South Carolina Code of Laws, Section 33-2-106(a) |
| South Dakota | Yes | South Dakota Codified Laws, Section 47-1A-206 |
| Tennessee | Yes | Tennessee Code Annotated, Section 48-12-106(a) |
| Texas | Yes | Texas Statutes, Business Organizations Code, Section 21.057(a) |
| Utah | No | Utah Code, Section 16-10a-206 |
| Vermont | Yes | Vermont Statutes, Title 11A, Section 2.06(a) |
| Virginia | Yes | Virginia Code, Section 13.1-624(A) |
| Washington | Yes | Washington Revised Code, Section 23B.02.060(1) |
| West Virginia | Yes | West Virginia Code, Section 31D-2-205(a) |
| Wisconsin | No | Wisconsin Statutes and Annotations, Section 180.0206 |
| Wyoming | Yes | Wyoming Statutes, Section 17-16-206(a) |
Bylaws take shape in four steps. First you hold the initial meeting, then you create the policies, craft the bylaws, and start your business activities. Each step is explained below in order.
At an initial meeting of the company, the initial incorporators should be gathered. Their goal of the first meeting is to establish the corporate structure of the corporation, that is, the election of the initial directors and officers. Along with that, the initial meeting is held to authorize the issuance of shares to the initial stockholders, choose the bank for cooperation, and establish the principal place of business. Many other important details might be decided at this meeting too.
The meeting should be held after the company is legally existing and is authorized to start operation. In the best-case scenario, the meeting should happen after the company receives a copy of the submitted articles of incorporation which is proof of getting authorization to run a business provided by the secretary of state.
After selecting directors of the company, it is time to make rules for the business entity. They should concern:
You can use our instructions below and the free corporate bylaws template to fill in the blank spaces with the details of your corporation to get a customized document. Or, you can make use of our online document builder that will let you get a ready-made document after answering some questions about your corporation.
To validate the document, you should have it signed by a secretary for the business or other administrative person. Check your state laws to make sure that you don’t miss out on any important requirement for corporate bylaws. The document might also be signed by the majority of stockholders and notarized, but it is not the states’ requirement.
After bylaws are created, the Internal Revenue Service should issue an Employer Identification Number (EIN) or the Federal Tax Identification Number which allows for identifying the business entity. This will let a corporation start its business operations. Usually, it starts with creating bank accounts and hiring workers.
Corporate bylaws should not be confused with articles of incorporation. These are two separate types of corporate documents that have different purposes and have to be filled out with different information.
Bylaws are supposed to touch on the topics such as the way of electing the board of directors and corporate officers, the types and duties of the latter, conducting meetings, etc. The document is supposed to provide detailed information about the corporation’s structure and the powers and duties of the workers.
At the same time, the articles describe the basic outline of the company. They name the founder of the corporation and list its location, the number of shares it is about to issue, and the members of its board of directors. Unlike corporate bylaws, the articles do not provide details about the company’s operations and structure.
The two documents also differ in how they are filed and changed:
Whether corporate bylaws are required for a corporation or not usually depends on the state of incorporation. In 2 of the 42 states FormsPal's verified state data covers, the statute also lists what the bylaws must contain, such as the number of directors, unless the articles of incorporation already include it.
There are 31 states that explicitly require corporations to adopt initial bylaws which are specified in their statutes. Others do not have statutory requirements that would explicitly require corporations to adopt bylaws, but some of the states might do it implicitly.
Even despite the fact that not all the states explicitly require corporate bylaws, it is highly recommended to have ones as it is considered an appropriate corporate formality.
Follow these steps in order to complete the bylaws. Each step covers one section of the document, so you can fill in the blanks of the template one section at a time.
The next section should tell about the annual meeting of shareholders. It should cover the purpose of the meeting and the period within which it should be held after the initial meeting of the corporation. It should also say who can call an annual meeting if none was held within that period.
A separate section can be created for special meetings of shareholders. It should specify who might initiate them, what the procedure is, and who should determine the time and place of a meeting.
A comprehensive section that should be included in bylaws is the provision about directors. It should specify the minimum number of directors who are members of the corporation’s board of directors. The clause should also mention whether there should be a board chairman and with what frequency they should be re-elected and how many votes should be collected in order to elect one. It would be appropriate to include the overall duties of the board chairman.
In addition to the above-mentioned information, the section might state that a director of the corporation is required to be neither a shareholder nor a resident of the state of incorporation.
It is important to also specify in this section how directors of the corporation are nominated. For instance, the board of directors can be elected by the vote of shareholders holding a majority or plurality of votes. Another thing to mention is the term for what directors are chosen.
The section might also specify what constitutes a quorum of the board of directors, how often regular and special meetings should be held, whether electronic participation is allowed, how directors might be removed, whether there are any committees in the corporation, how directors are compensated, etc.
Bylaws hold key information about your company’s structure and activities, so draft them with care.
Our online document builder makes the task easier. You answer a set of questions about your company, and it prepares a ready-made, well-structured document for you.
These answers cover the questions people ask most often when they draft corporate bylaws. They explain what the document contains, how it differs from the articles, and how to use the free template on this page.
Download the free template from FormsPal, or fill it in online with our document builder. Replace each blank with your company’s details, then review the draft with your officers and directors. Once your company adopts the final version, store the adopted bylaws with your corporate records.
Typical bylaws cover these topics:
Keep a signed copy of the adopted bylaws with your corporate records, and give a copy to each director. When the board amends the bylaws, add the amendment to those records and send every director a written notice of the change. Date the notice and file a copy of it with the adopted bylaws, so everyone follows the same requirements.
Yes. You can fill in the free template yourself, or answer a few questions in our online document builder. The builder saves your progress, so you can finish on any device, then print and sign the finished document.
The articles describe the basic facts about the company, such as its name and location. Bylaws describe how the corporation runs from day to day, including meetings, directors, officers, and stock.
General information, not legal or tax advice.
