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Corporate bylaws are a corporation’s internal rules for meetings, directors, officers and stock. This page offers a free corporate bylaws template, a sample of bylaws clauses and step-by-step filling instructions. Founders and directors need bylaws, especially when a new corporation holds its first board meeting.
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Corporate bylaws are the written rulebook a corporation’s board and shareholders follow, covering how directors are elected, how meetings run, what each officer does and how shares are issued. The document stays inside the company and guides its routine governance.
Bylaws sit under the articles of incorporation. The articles create the corporation; the bylaws explain how it operates once it exists. The articles are what the outside world sees; the bylaws are what the directors and officers open when a question about a meeting, a vote or a signature comes up. A shareholder agreement is a third, separate document: it is a contract among the owners about their shares, while bylaws bind the corporation as a whole.
Corporate bylaws rely on a standard set of meeting and voting terms, and knowing them makes the template’s sections on shareholders and directors easier to follow:
Founders forming a new corporation use the template to set their governance rules before the organizational meeting. Existing corporations use it to replace outdated bylaws, or to write restated bylaws after many amendments. Corporate secretaries use it as a checklist of the provisions a board reviews when it updates its governance.
Bylaws give a corporation agreed answers to governance questions before anyone argues about them: who decides, how a vote is counted and who signs for the company. Without them, each disagreement among founders or directors starts from scratch.
Founders who agree on everything at launch often disagree later about a sale, a new investor or a seat on the board. Bylaws that already say how a vote is called, how it is counted and who may cast it turn a personal argument into a question of procedure.
Banks often ask for the bylaws, or a certified extract, before they open an account or approve a loan, because the bylaws name the officers who may sign for the company. Investors read them to see how directors are chosen, which matters go to a shareholder vote and how new shares are issued.
Officers leave, directors retire and shares change hands. Bylaws let the people who stay fill a vacancy, call a meeting or appoint a new officer without negotiating the process every time.
Shareholders, directors and officers can be the same few people in a small company. The bylaws spell out which role each person plays in each decision, so a founder knows when they act as an owner, when as a director and when as an officer.
Corporate bylaws usually include the same core provisions: the company’s identity, its office and agent, its purpose, the board, both kinds of meetings, officers, stock, quorum, reports, indemnification, conflicts of interest and amendments. Each provision below matches a section of the template.
The bylaws open with the corporation’s exact name, as it appears in the articles of incorporation, and the place where the company was formed. Using the same spelling in both documents avoids confusion when banks or partners compare them.
The principal office is the corporation’s official address, printed on its letters, contracts and website. It does not have to be where the team works.
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 bylaws name the agent or point to the articles that do.
The statement of purpose explains why the corporation exists and tells current and future directors and officers what the business was set up to do. It also gives investors a quick picture of the company’s mission.
You can choose between these approaches:
A nonprofit corporation’s purpose statement deserves extra care, because it shapes how the organization applies for tax-exempt status. Ask a tax adviser to review that wording before the board adopts it.
The board of directors sets the corporation’s strategy, supervises its officers and answers to the shareholders who elect its members. Serving on the board is not by itself a job with the company, though a director may also work for it as an officer or an employee.
This section of the bylaws sets out:
Small corporations often start with a single director. When the board has more, an odd number of seats makes tie votes less likely.
The shareholder meeting is where the owners of the corporation vote on its biggest decisions, and the bylaws list which matters go to that vote, such as:
The bylaws set when and where regular and special meetings take place, who may call a special meeting, how members get notice, and whether shareholders may join by remote communication.
The notice window depends on the corporation act. In Delaware, unless the act provides otherwise, notice of a stockholder meeting goes to each stockholder entitled to vote at it as of the record date, not less than 10 nor more than 60 days before the meeting (8 Del. C. § 222).
Board meetings handle the corporation’s main operating decisions between shareholder meetings, and the bylaws say which matters the directors decide, for example:
This section sets where and how often the board meets, how members get notice, how many votes carry a decision, and whether the board may act by written consent without meeting.
Officers run the business between board meetings and answer to the board, and the bylaws list each office with the duties that go with it. Common titles are:
The section also says who appoints officers (usually the board), how long they serve, whether a person may hold several offices, and how an officer is removed.
Stock divides ownership of the corporation into shares, and the bylaws describe how shares are issued, whether owners receive paper certificates or book-entry statements, and how shares may be transferred.
Many corporations have a single class, common stock. Some add a second:
A quorum is the minimum presence a shareholder or board meeting needs before it can act, and the bylaws set a separate threshold for each. For shareholders, the bylaws usually measure it as a share of the voting stock present, not a head count. For directors, it is a number of board seats filled at the meeting. The template leaves both thresholds blank for you to set.
In Delaware, when neither the certificate of incorporation nor the bylaws set a stockholder quorum, a majority of the shares entitled to vote, present in person or by proxy, forms one; a quorum the bylaws set may not be less than one third of the shares entitled to vote (8 Del. C. § 216).
The reports section explains how the corporation reports its financial results to shareholders: what the report contains, who prepares it, and how often it goes out.
A reports provision often covers:
An indemnification clause promises that the corporation will cover its directors and officers for claims brought against them because of their role. It names who is covered, which costs the corporation pays, and when it advances defense costs before a case ends.
Many indemnification clauses also let the board buy directors and officers insurance, and they exclude acts a person did in bad faith or for personal gain. Experienced directors often read this clause before they agree to join a board.
In Delaware, for a suit brought by someone other than the corporation, a corporation has the power to indemnify a director or officer only if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the corporation’s best interests, and, in a criminal case, had no reasonable cause to believe the conduct was unlawful (8 Del. C. § 145). The same section, in subsection (g), gives the corporation the power to buy insurance for its directors and officers (8 Del. C. § 145).
A conflict of interest provision asks directors to disclose any personal stake in a matter before the board and to step out of the discussion and the vote. It shows partners and investors that the board guards against self-dealing.
The provision can also name who decides whether a conflict exists, usually the other directors, and how the minutes note the disclosure. A sample clause appears in the sample section below.
The dividends provision says who decides to pay a dividend, usually the board, and how it is paid: in cash, in property or in additional shares. It can also let the board set aside reserves before any payout.
This provision names who keeps the minutes, the stock ledger, the accounts and the signed bylaws, and where they are kept. It also says how a shareholder asks to inspect them and who answers the request.
In Delaware, a stockholder who makes a written demand under oath may inspect the stock ledger, the list of stockholders and the other books and records during the usual hours for business, for any proper purpose and subject to the other conditions of 8 Del. C. § 220.
The signing authority provision lists which officers may sign contracts, checks, deeds and loan papers for the corporation, and whether a large commitment needs board approval beforehand. It tells a bank or a counterparty whose signature binds the company.
The corporation act of the place of incorporation, not the bylaws, sets the votes needed to dissolve. When the board proposes dissolution in Delaware, 8 Del. C. § 275 calls for a resolution by a majority of the whole board and then the vote of a majority of the outstanding stock entitled to vote. A dissolution provision in the bylaws can repeat those votes and name who handles the assets and debts during the wind-up.
The amendment section explains how the bylaws change: who may propose a change, whether the board, the shareholders or both vote on it, and how many votes it takes. Because the bylaws should agree with the articles of incorporation, read both documents when you plan an amendment.
A corporate bylaws sample shows how each provision reads once it is filled in, with names, dates and votes in place of the template’s blanks. The clauses below follow the order of the template; the company, the people and every figure are invented for illustration.
Bylaws of Example Widgets, Inc.
Article I. Offices. The principal office of Example Widgets, Inc. is located at 100 Sample Street, Springfield. The board of directors may open other offices as the business requires.
Article II. Shareholders. The annual meeting of shareholders takes place on the second Tuesday of March at 10:00 a.m. at the principal office. The president, the board, or holders of [__] percent of the voting shares may call a special meeting. Written notice of each meeting goes to every shareholder of record between [__] and [__] days before the meeting date. Holders of a majority of the voting shares, present in person or by proxy, form a quorum.
Article III. Directors. The board consists of three directors, elected at each annual meeting to serve one-year terms. A majority of the directors in office forms a quorum, and the vote of a majority present at a meeting with a quorum is the act of the board. The board may act without a meeting if every director consents in writing.
Article IV. Officers. The officers are a president, a secretary and a treasurer, appointed by the board. One person may hold more than one office. The board may remove any officer at any time.
Article V. Shares. Shares of Example Widgets, Inc. are issued in book-entry form. The secretary keeps a stock ledger listing each shareholder’s name, address and number of shares.
Article VI. Indemnification. Example Widgets, Inc. indemnifies each director and officer against expenses reasonably incurred in any proceeding arising from that person’s service, to the fullest extent permitted by applicable law.
Article VII. Amendments. The shareholders may amend or repeal these bylaws by a majority vote. The board of directors may also amend or repeal them, as the articles of incorporation allow.
Certificate of Secretary. I, Jordan Sample, Secretary of Example Widgets, Inc., certify that the board adopted these bylaws on January 15. Signature: ________
Your own bylaws will differ: the template leaves each figure blank so the founders decide it, and the board should compare the result with the articles before adopting it.
The extra samples below show wording boards often use when they adopt the bylaws, change them, or add a conflict of interest rule. As above, every name and date is invented.
Board resolution adopting the bylaws. RESOLVED, that the bylaws presented at this meeting are adopted as the bylaws of Example Widgets, Inc., and that the secretary is directed to certify a copy and keep it with the minutes of this meeting.
Unanimous written consent of the directors. The undersigned, being all of the directors of Example Widgets, Inc., consent to the following action without a meeting: the bylaws attached to this consent are adopted as the bylaws of the corporation. Dated January 15. Signatures: ________, ________, ________
Amendment resolution. RESOLVED, that Article III of the bylaws is amended to read in its first sentence: “The board consists of five directors.” FURTHER RESOLVED, that the secretary is directed to attach this amendment to the bylaws and to note its date of adoption.
Conflict of interest clause. A director who has a personal financial interest in a contract or transaction before the board discloses that interest before the board acts, leaves the meeting while the matter is discussed and voted on, and is not counted toward the vote. The minutes note the disclosure and the director’s absence from the vote.
Remote participation clause. Directors may take part in any meeting of the board by video or telephone conference through which all participants can hear each other, and taking part this way counts as presence in person.
Notice clause. Notice of each board meeting goes to every director by email at the address the director gives the secretary, stating the date, time and place of the meeting and, for a special meeting, its purpose.
To create corporate bylaws, hold an organizational meeting, agree on the governance rules, draft the bylaws from a template, and have the board adopt them. The steps below follow that order.
The organizational meeting brings together the incorporators or the initial directors once the corporation has been formed. It sets up the corporate structure: electing directors and officers, authorizing the first share issue, choosing a bank and fixing the principal place of business.
Before anyone drafts, the founders and first directors agree on the rules the bylaws will hold, starting with these points:
Fill in the blanks of the free corporate bylaws template with your corporation’s details, or answer the online builder’s questions and get a finished draft. Read the draft against the articles of incorporation so both documents agree on names, authorized shares and the size of the board.
The board approves the final draft by vote or written consent, and the secretary signs the certificate at the end with the adoption date.
The minutes of the meeting, or the signed written consent, show when and how the board adopted the bylaws. Keep them with the certified copy, because a bank or a new investor may ask for both.
With the bylaws adopted, the corporation can open its bank accounts, hire staff and begin operating under its own rules.
To amend corporate bylaws, follow the amendment section of the bylaws themselves: draft the change, give notice to those who vote on it, hold the vote or collect written consents, and keep the adopted text with the bylaws.
Restated bylaws, a clean copy with every amendment worked in, save new directors from piecing the rules together from several resolutions.
The same corporate bylaws template is the starting point for a corporation formed in Florida, Texas, California, Colorado or anywhere else in the US, because bylaws are an internal document the founders write for themselves.
What differs from place to place is the corporation act behind the bylaws: who may adopt and amend them, which notice windows apply, and what default quorum the act sets. The table shows two of those acts as their official texts word them.
| Place of incorporation | Who adopts and amends the bylaws | Source |
|---|---|---|
| Delaware | Before the corporation receives payment for its stock, the incorporators, the initial directors named in the certificate of incorporation, or the board may adopt, amend or repeal the bylaws. After payment, that power lies with the stockholders entitled to vote; the board shares it only if the certificate of incorporation confers it, and the stockholders keep it either way. | 8 Del. C. § 109 |
| Florida | The incorporators or the board of directors adopt the initial bylaws, unless the articles of incorporation reserve that power to the shareholders. The bylaws may contain any provision not inconsistent with law or the articles of incorporation. | Fla. Stat. § 607.0206 |
For Texas, California, Colorado and anywhere else, this table gives no row: read the corporation act where the company was incorporated before you fill in the blanks.
Before the board adopts the bylaws, read the corporation act where the company was incorporated, or ask a business attorney, with these questions in mind:
Write the answers into the matching blanks of the template so the bylaws and the act say the same thing.
Bylaws and articles of incorporation are separate corporate documents: the articles form the corporation and give its basic facts, while the bylaws set out how it runs. The table compares them.
| Point of difference | Articles of incorporation | Corporate bylaws |
| Role | Brings the corporation into existence | Governs how the corporation operates |
| Contents | Name, address, authorized shares, incorporator, initial directors | Meetings, voting, directors, officers, stock, amendments |
| Level of detail | Short outline of basic facts | Detailed internal procedures |
| Audience | The public and anyone checking the company’s formation | Directors, officers and shareholders |
| Who prepares it | The incorporator | The incorporators or the first board |
Because the bylaws hold the detail, they change more often than the articles. A change to the bylaws follows the amendment section you write into them.
A shareholder agreement is a private contract among the owners, while the bylaws are the corporation’s own rulebook. The agreement usually covers what the bylaws leave out: who may buy a departing owner’s shares and at what price, whether owners may sell to outsiders, and what happens when a founder leaves or dies. Many small corporations use both: the bylaws for meetings, votes and officers, and the shareholder agreement for the owners’ promises to each other. Read them side by side so they agree on board seats and voting.
The most common mistakes in corporate bylaws are blanks left unfilled, rules that contradict the articles, and provisions copied from another company that do not match how this company runs.
Fill out the corporate bylaws template section by section, in the order below. Each step names the section and the details you enter in its blanks.
Regular meeting of shareholders. Describe the meeting’s purpose, the period after the organizational meeting in which it takes place, and who may call it if none is held in that period.
Special meetings. Name who may call a special meeting, the procedure, and who sets its time and place.
Directors. Enter the minimum number of directors, whether the board has a chair, how often the chair is elected and by how many votes, and the chair’s duties.
Add whether directors need to be shareholders or residents, how they are nominated and elected (by a majority or a plurality of votes), and the length of their term.
Finish with the board’s quorum, how often regular and special meetings take place, whether directors may join electronically, how a director is removed, any committees, and director compensation.
Prefer not to work through the blanks by hand? The online builder asks the same questions in order and prepares a formatted document you can print and sign.
These answers cover what people ask most often when they look for a corporate bylaws template or sample.
Yes, you can download the corporate bylaws template from FormsPal as a PDF at no cost, or fill it in online with the document builder. Replace each blank with your company’s details, then review the draft with your officers and directors.
Yes, you can fill in the free template yourself or answer the questions in the online builder, which saves your progress so you can finish on any device. Then print and sign the finished document.
The corporate secretary signs the certificate at the end of the template, with the date the board adopted the bylaws. Some boards also have each director sign a written consent approving them.
Review the bylaws whenever the board, the officers or the ownership changes, and when the company adds a share class or a new kind of meeting. When the board amends the bylaws, date the change, keep it with the adopted bylaws and send each director a copy.
No, bylaws govern a corporation with shareholders, directors and officers; an operating agreement governs a limited liability company and its members. Use this template only for a corporation.
Not as it stands, because a nonprofit has members or no owners instead of shareholders, and its bylaws focus on its mission, membership and board. A nonprofit needs a nonprofit bylaws form.
Keep the signed bylaws at the principal office with the minutes, the stock ledger and the articles of incorporation, and give each director and officer a copy. A scanned copy in a shared folder lets officers find them quickly when a bank or an investor asks. Replace the shared copy after every amendment so nobody works from an old version.
The rules of law on this page come from these official texts. Other places of incorporation set their own rules in their corporation acts.
General information, not legal or tax advice.
