Top 10 Corporate Bylaw Provisions to Consider
Beyond the basic structure of board and shareholder meetings, corporate bylaws worth considering include indemnification and expense advancement for directors and officers, a quorum and voting threshold appropriate to your board size, the ability to act by written consent instead of a meeting, emergency bylaws for when a quorum can't be convened, and a forum selection clause directing internal disputes to a specific court.
By LLC Register · Last reviewed October 2, 2026
Comprehensive Guide
1. Quorum and Voting Thresholds
Set a specific quorum (the minimum number of directors or shares that must be present for a meeting to count) and voting threshold for both board and shareholder decisions. A threshold copied from a template written for a much larger board can make it impractically hard, or suspiciously easy, to reach quorum for a small corporation; size this to your actual board and ownership structure.
2. Indemnification and Advancement of Expenses
Under Delaware General Corporation Law Section 145, a corporation can indemnify a director or officer against liability and legal costs arising from actions taken in their corporate role, and can advance those legal expenses as they're incurred rather than only reimbursing after the fact. Spelling this out explicitly in the bylaws, rather than relying only on the general state law default, gives directors and officers clearer assurance before they agree to serve.
3. Action by Written Consent in Lieu of a Meeting
Most states let the board, and often shareholders, act by unanimous written consent instead of holding a formal meeting, which is faster for routine decisions in a small corporation. Specify in the bylaws whether shareholder written consent requires unanimity or only the minimum vote that would have been needed at a meeting, since states differ on the default rule.
4. Emergency Bylaws
Delaware General Corporation Law Section 110 lets a corporation adopt emergency bylaws that take effect during an emergency condition, which the statute explicitly says includes an epidemic or pandemic, allowing a majority of the directors who can be reached to act even if a normal quorum can't be convened. Including this provision before it's needed avoids scrambling to figure out governance during an actual crisis.
5. Forum Selection Clause
Under Delaware General Corporation Law Section 115, a corporation's bylaws can require that internal corporate claims, disputes about the corporation's internal affairs or the rights and duties of its directors, officers, or stockholders, be brought solely in Delaware's courts. For a corporation incorporated in Delaware, this provision can reduce the risk and cost of defending similar claims in multiple states at once.
6. Advance Notice Bylaws for Shareholder Nominations and Proposals
An advance notice bylaw requires a shareholder who wants to nominate a director candidate or raise other business at a shareholder meeting to give written notice by a specific deadline before the meeting, along with required information about the nominee or proposal. This gives the board time to evaluate a proposal rather than facing it for the first time at the meeting itself.
7. Fiscal Year
State the corporation's fiscal year in the bylaws, and keep it consistent with what you report on your tax returns and to investors. A mismatch between the bylaws' stated fiscal year and your actual tax filings is a small but avoidable inconsistency that can surface during due diligence.
8. Officer Titles, Duties, and Removal
Name the officer positions your corporation will use (president, secretary, treasurer, and any others), describe each one's basic duties, and confirm that the board can remove an officer with or without cause, consistent with state law. See our guide on how to change corporate officers for the process once bylaws are in place.
9. Stock Certificates or Uncertificated Shares
State whether the corporation will issue physical stock certificates, electronic book-entry shares, or both, and who's authorized to sign certificates if used. Many startups now default to uncertificated, book-entry shares managed through cap table software, which bylaws should explicitly permit if that's the intended approach.
10. The Amendment Provision Itself
Specify who can amend the bylaws, the board, the shareholders, or both, and whether any sections are reserved for shareholder approval only. This provision governs every future change to everything else on this list, so get it right from the start.
Practical Considerations
Not Every Provision Fits Every Corporation
A single-founder corporation with no outside investors has less need for detailed advance notice bylaws or a forum selection clause than a venture-backed company expecting multiple investors and board seats. Treat this list as a menu to evaluate against your actual situation, not a mandatory checklist every corporation needs in full.
Forum Selection and Advance Notice Bylaws Can Be Contested
Both provisions have been the subject of litigation over their validity and scope in specific circumstances. If you're including either one in a corporation that expects outside investors or eventual public trading, have a business attorney review the specific language rather than copying generic wording.
Review This List Again Before a Financing Round
Provisions that made sense for a two-person founding team often need revisiting once new directors, investors, and share classes are added. Treat bylaws as a living document to revisit at major milestones, not something finalized once at formation and never reopened.
This Is Not Legal Advice
Which of these provisions your corporation needs, and the specific language to use, depends on your state, your structure, and your plans. Talk to a business attorney before adopting or amending bylaws with these provisions.
Sources
The official sources used for this article.
Delaware Code: Title 8, Chapter 1, Subchapter I (Section 109, Bylaws) | delcode.delaware.gov/title8/c001/sc01/index.html |
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Delaware Code: Title 8, Chapter 1, Subchapter IV (Section 145, Indemnification) | delcode.delaware.gov/title8/c001/sc04/index.html |
SBA: Choose a business structure | sba.gov/business-guide/launch-your-business/choose-business-structure |
Created by: LLC RegisterLast reviewed October 2, 2026
Updated: October 2, 2026
Frequently Asked Questions
What is an emergency bylaw and when does it apply?
A provision that lets a corporation's board act during an emergency condition, which Delaware law explicitly says can include an epidemic or pandemic, even if a normal quorum of directors can't be reached. It lets a majority of directors who can be contacted act on the corporation's behalf during the emergency.
What is a forum selection bylaw?
A provision that requires internal corporate disputes, such as claims about directors' duties or shareholders' rights, to be brought solely in a specified court, commonly Delaware's, for a Delaware corporation. It's meant to avoid the same dispute being litigated in multiple states at once.
Why do bylaws usually include an indemnification provision for directors and officers?
To give directors and officers a clear, written assurance that the corporation will cover liability and legal costs arising from actions taken in their corporate role, within the limits state law allows, which makes it easier to recruit people willing to serve on the board.
What is an advance notice bylaw?
A provision requiring a shareholder who wants to nominate a director or propose other business at a meeting to give written notice by a set deadline beforehand, along with required details, so the board has time to evaluate it rather than facing a surprise proposal at the meeting itself.
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