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Bylaws are the written rulebook a corporation runs on. They sit below the state's corporation law and the articles of incorporation. This page gives you a free template to download and explains what each part does.
Download the free template
| File | Format |
|---|---|
| Corporate bylaws | Word (.docx) |
| Corporate bylaws | Plain text (.txt) |
The text is our own. It is plain and generic, with [square brackets] for the details you must fill in. It is not legal or tax advice and is not written for one state. Corporation law differs between states, so change it to fit and ask a lawyer to review it.
Bylaws and articles are different
Articles of incorporation are the filing that creates the corporation. They go to the state, and the corporation exists once the state accepts them. Bylaws are written afterward, stay private and cover how the company is run day to day. If the two disagree, the articles and the law win.
The SBA says in its business structure guide that bylaws are the internal governance documents of a corporation. It also says a corporation is a legal entity separate from its owners.
What the template covers
- Name and offices. Legal name, principal office and registered agent.
- Shareholders. Annual and special meetings, notice, quorum, voting, proxies and written consent.
- Board of directors. Powers, number, terms, meetings, vacancies, removal and pay.
- Officers. President, secretary and treasurer, with their duties.
- Shares. Certificates or no certificates, the stock ledger, transfers and lost certificates.
- Money and records. Fiscal year, bank accounts, dividends and what records to keep.
- Protection and conflicts. Cover for directors and officers, and what to do with a personal interest in a deal.
- Changes. Who can amend the bylaws.
The last page is a secretary certificate that records the date the board adopted them.
Tax note
A corporation is taxed on its own profit. The IRS says on its corporations page that a corporation's profit is taxed to the corporation when earned and then to shareholders when paid out as dividends. A corporation can elect S status. Read Form 2553 and LLC vs S corp first.
How to adopt bylaws
- File the articles of incorporation with the state.
- Fill in the brackets, using your articles for the name and share details.
- Check each article against your state's law. Delaware and California both have their own rules, see the Delaware and California guides.
- Have the board adopt the bylaws in writing and have the secretary sign the certificate.
- Keep the signed copy in the corporate record book, with the minutes and the stock ledger.
Not sure a corporation is the right fit? Compare it in LLC vs corporation and business entity types. Partners without a company can start with the partnership agreement template. An LLC uses an operating agreement.
This is general information, not legal or tax advice. A lawyer should confirm the final bylaws fit your state.
Want an LLC instead of a corporation? Start your LLC.