How to Write Corporate Bylaws

Who Drafts and Adopts Corporate Bylaws

Bylaws are typically drafted by the incorporator named in the articles of incorporation, often with help from a business attorney, and then adopted by the initial board of directors at the corporation's organizational meeting, shortly after the state accepts the articles. Unlike articles of incorporation, bylaws generally aren't filed with or reviewed by the state; they're an internal governing document the corporation keeps with its own records.

Core Sections Every Set of Bylaws Should Cover

At a high level, bylaws typically address: the number of directors and how they're elected, removed, and replaced; officer titles and their duties; how and when board and shareholder meetings are called, noticed, and conducted, including quorum and voting rules; how stock is issued, transferred, and recorded; the corporation's fiscal year; and the process for amending the bylaws themselves. See our top corporate bylaw provisions to consider for a deeper look at specific clauses worth addressing beyond this basic structure.

Keep Bylaws Consistent With Your Articles and State Law

Bylaws fill in operational detail within the boundaries set by the articles of incorporation and the state's corporation statute; they can't override either one. If your state's statute sets a mandatory minimum number of directors, for example, your bylaws can't set a lower number. Review your specific state's corporation statute for any mandatory provisions before finalizing bylaws, rather than assuming a generic template already accounts for your state's specific rules.

Using a Template vs. Customizing for Your Corporation

A bylaws template is a reasonable starting point, but it reflects generic assumptions, a particular board size, a standard meeting process, a single class of stock, that may not match your actual corporation. Go through every section and adjust it to your specific structure: how many directors you'll actually have, whether you'll allow telephone or video board meetings, what quorum and voting thresholds make sense for your size, and any provisions specific to your industry or state.

How to Amend Bylaws Later

Most state corporation statutes let either the board of directors or the shareholders amend the bylaws, and many bylaws specify which body can amend which sections, sometimes reserving certain provisions for shareholder approval only. Document every amendment in board or shareholder minutes and keep a current, consolidated copy of the bylaws, rather than a stack of separate amendment pages, so anyone reviewing the corporation's governance can see the current rules at a glance.

Bylaws for a Single-Owner Corporation

Even a corporation with one shareholder, who is also its sole director and officer, still needs bylaws and still benefits from following them: adopting them at an organizational meeting (even if that "meeting" is a signed written consent), and documenting key decisions afterward. Skipping this because "it's just me" is one of the more common reasons a sole owner's corporate formalities don't hold up if the business is ever challenged.

Don't Adopt a Template Without Checking Your State's Statute

A bylaws template written for one state can include provisions that conflict with, or simply miss, a different state's mandatory rules. Before finalizing bylaws, check your specific state's corporation statute for any provision it requires or prohibits.

Bylaws Aren't Public, but They're Not Optional

Because bylaws generally aren't filed with the state, it's tempting to treat them as a formality rather than a document that matters. Courts and investors doing due diligence still expect to see them, and poorly drafted or internally inconsistent bylaws can create real confusion when a dispute or significant decision arises.

Revisit Bylaws Before a Financing Round

Investors and their counsel will review your bylaws closely before a financing round, and provisions written for a two-person founding team sometimes need updating once outside directors, new share classes, or voting agreements enter the picture. Review your bylaws before, not during, a fundraising process.

This Is Not Legal Advice

What your bylaws should specifically say, and which provisions your state requires, depends on your state's corporation statute and your corporation's particular structure. Talk to a business attorney before adopting or significantly amending bylaws.