Corporate Bylaws Template

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Corporate bylaws establish the rules on how a business will be governed and operate. Initial bylaws are written either by the founders or the board of directors shortly after incorporation. Bylaws will dictate meeting procedures, voting requirements, and the roles of directors, officers, and shareholders.

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Corporate Bylaws Template

Last updated February 16th, 2026

Corporate bylaws establish the rules on how a business will be governed and operate. Initial bylaws are written either by the founders or the board of directors shortly after incorporation. Bylaws will dictate meeting procedures, voting requirements, and the roles of directors, officers, and shareholders.

By State

Corporate Bylaws Defined

Bylaws act as the rulebook for how an organization should be operated. The agreement is geared towards ensuring management makes decisions within a set of pre-established guidelines, improving the efficiency and consistency of operations on a day-to-day basis. Most states require that corporations draft corporate bylaws, though they are kept internally and are not filed with the Secretary of State (SOS). In other words, the form will always remain private to the company that created it, unless they purposely share it with others.

What’s Included

While the contents of the bylaws form will vary from corporation to corporation, the following sections are generally found in every document:

Meetings

The bylaws generally specify when and where the annual and special meetings are held. They also include who may call the meetings, how notice of meetings is to be delivered to shareholders, and how many shareholders or board members are needed to constitute a quorum. It also states whether actions made on behalf of the company may be made with or without a meeting.

Board of Directors

The board of directors is responsible for corporate oversight. The section establishes the number of directors that will serve on the board, how directors are nominated, how long each can serve, how they’re compensated, and other information related to their roles and responsibilities.

Also included can be information on committees, which are smaller groups of directors that focus on specific tasks or topics. Some agreements include a standalone “committees” section.

Officers

The officers of a company are the top-level employees responsible for managing the day-to-day operations and ensuring their respective teams remain focused and meet deadlines. Typical officer roles include the following positions:

  • President
  • Chairperson
  • Treasurer
  • Secretary

The “officers” clause will establish how they are elected, the initial roles that will be created, and the roles and responsibilities of each officer.

Stock Certificates

Bylaws often state whether the corporation will issue shares with or without certificates. The corporation will be required to give the shareholders a written statement of what is required by law to be on a certificate if none are issued.

Indemnification

An indemnification clause addresses when directors and officers are protected from liability that may occur due to their association with the corporation. Where the bylaws indemnify the directors/officers, the corporation would then pay for certain expenses on their behalf, such as legal fees.

Amendments

The document will provide the requirements for how it can be amended. Often, a percentage vote from shareholders and the board of directors is required.

Dissolution

The bylaws include a section that sets out the events that must occur in order for the corporation to be dissolved. Dissolution is often determined by a vote by the shareholders and/or the directors.

Corporate Bylaws Requirements: By State

STATE STATUTE REQUIRED?
Alabama § 10A-2A-2.05 Yes
Alaska § 10.06.223 Yes
Arizona § 10-206 Yes
Arkansas § 4-27-206 Yes
California CORP §§ 200 – 213 No
Colorado § 7-102-106 No
Connecticut § 33-640 Yes
Delaware Tit. 8 §§ 108, 109 Yes
Florida § 607.0206 Yes
Georgia § 14-2-206 Yes
Hawaii § 414-36 Yes
Idaho § 30-29-206 Yes
Illinois § 805 ILCS 5/2.20 Yes
Indiana IC § 23-1-21-6 Yes
Iowa § 490.206 Yes
Kansas § 17-6009 No
Kentucky § 271B.2-060 Yes
Louisiana § 1-206 No
Maine 13-C § 206 Yes
Maryland § 2-109 Yes
Massachusetts § 2.06 Yes
Michigan § 450.1223 No
Minnesota § 302A.181 No
Mississippi § 79-4-2.06 Yes
Missouri § 351.290 No
Montana § 35-14-206 Yes
Nebraska § 21-224 Yes
Nevada § 78.120 No
New Hampshire § 293-A:2.06 Yes
New Jersey § 14A:2-9 Yes
New Mexico § 53-11-27 Yes
New York § 601 Yes
North Carolina § 55-2-06 Yes
North Dakota § 10-19.1-31 No
Ohio § 1701.11 No
Oklahoma 18 OK Stat § 1013  No
Oregon § 60.061 Yes
Pennsylvania §§ 1504, 1505 No
Rhode Island § 7-1.2-203 No
South Carolina § 33-2-106 Yes
South Dakota § 47-1A-206 Yes
Tennessee § 48-12-106 Yes
Texas § 21.057 Yes
Utah § 16-10a-206 No
Vermont 11V.S.A § 2.06 Yes
Virginia § 13.1-624 Yes
Washington § 23B.02.060 Yes
West Virginia § 31D-2-205 Yes
Wisconsin § 180.0206 No
Wyoming § 17-16-206 Yes

Sample

PDF, MS Word, ODT

[STATE] BYLAWS OF
[CORPORATION NAME]

1. INCORPORATION. It is recognized that [CORPORATION NAME] (“Corporation”) is a duly organized corporation authorized to do business in the State of [STATE] by its Articles of Incorporation.

2. PURPOSE. The purpose of the Corporation is to engage in any lawful activity for which corporations may be formed.

3. ANNUAL MEETING. Meetings of shareholders shall be held at the principal office or any other place determined by the board. The purpose of the annual meeting shall be to elect directors and conduct business. An annual meeting must be held within [#] months after the last annual meeting or incorporation date. If not held, any shareholder or director may demand a meeting within [#] days after notice.

4. SPECIAL MEETINGS. Special meetings of shareholders may be called by [CONVENING PARTY]. The board shall set the time and place within [#] days after the meeting is called.

5. PLACE OF MEETINGS. Meetings shall take place at the principal office or another place decided by the board. Shareholders may attend by [METHOD OF ATTENDANCE].

6. DISSOLUTION. The Corporation may only be dissolved by [% OF AUTHORIZED PARTIES].

7. NOTICE OF MEETINGS. Written notice shall state time, place, and purpose, delivered at least [#] days and no more than [#] days before the meeting. Notice may be given by [METHOD OF DELIVERY].

8. QUORUM. A quorum is met by [% OF DIRECTORS/SHAREHOLDERS PRESENT]. Upon meeting the requirements of the quorum, the attending individuals of the meeting shall be able to act and make decisions for the Corporation.

9. ACTIONS OF THE CORPORATION. Actions must be taken ☐ only at a meeting ☐ without a meeting by written consent of sufficient shareholders.

10. CORPORATE SEAL. The Corporation shall ☐ have ☐ not have a corporate seal.

11. EXECUTION OF DOCUMENTS. Documents may be signed by [LIST ALL AUTHORIZED SIGNERS].

12. INDEMNIFICATION. The Corporation shall ☐ indemnify ☐ not indemnify directors and officers to the fullest extent permitted by law, except for acts of bad faith, fraud, dishonesty, or gross negligence.

13. AMENDMENTS. These bylaws may be amended by [% OF AUTHORIZED PARTIES].

14. STOCK CERTIFICATES. The Corporation may provide shares of stock ☐ with ☐ without certificates.

15. DIRECTORS. The Corporation shall be managed by [#] directors, elected at the annual meeting, each serving [#] years. A majority constitutes a quorum. Regular meetings may occur without notice per board resolution. Special meetings may be called by any officer or director with at least [#] days’ notice. Remote participation is allowed and counts as presence. Any director may resign with written notice. Vacancies may be filled by the board. Directors may be removed with or without cause by majority shareholder vote. Committees may be formed by resolution. Actions may be taken without a meeting by unanimous written consent.

16. CONFLICT OF INTEREST. A director has a conflict if personal, financial, or other interests impair independent judgment. Disputes about conflicts are decided by board majority.

17. OFFICERS. Officers include chairperson, president, secretary, treasurer, and others as appointed. Officers are elected by the board and serve until successors are chosen or removed. chairperson oversees the Corporation and presides over meetings. President manages day-to-day operations. Treasurer manages funds and records. Secretary keeps minutes and records.

18. LIST OF SHAREHOLDERS. At least [#] days before a meeting, a list of shareholders entitled to vote shall be prepared and made available for inspection.

19. CERTIFICATION. The original or copy of these bylaws shall be kept at the principal office and available for inspection by shareholders.

By signing below, these bylaws are certified as adopted on [MM/DD/YYYY].

Signature (Director or Officer): ________________________ Date: [MM/DD/YYYY]
Print Name: [PRINTED NAME]
Title: [TITLE]