Free Corporate Bylaws Template
Corporate bylaws are the internal rules that govern how a corporation operates, covering shareholder meetings, the board of directors, officers, and how shares and records are handled. This template walks you through each standard article so your corporation has a complete, adoptable set of bylaws. Enter your corporation's details and generate a print-ready document to adopt and keep with your corporate records.
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CORPORATE BYLAWS
These Bylaws of ________________ (the "Corporation"), a corporation organized under the laws of the State of ________________, are adopted by its board of directors effective ________________.
1. NAME AND OFFICES. The name of the Corporation is ________________. The Corporation's principal office is located at ________________, and the Corporation may have other offices, within or outside the State of ________________, as its board of directors may determine.
2. PURPOSE. The Corporation is organized to carry on the following business and any lawful activity for which a corporation may be organized in the State of ________________: ________________.
3. SHAREHOLDER MEETINGS. The annual meeting of shareholders shall be held ________________, for the election of directors and the transaction of other business. Special meetings of the shareholders may be called by ________________. Written notice of each meeting shall be given to shareholders entitled to vote, and a majority of the shares entitled to vote, present in person or by proxy, constitutes a quorum.
4. BOARD OF DIRECTORS. The business and affairs of the Corporation shall be managed by or under the direction of a board of ________________ directors. Each director shall serve a term of ________________ and until a successor is elected and qualified. Directors need not be shareholders, and vacancies on the board may be filled by a majority of the remaining directors.
5. MEETINGS OF THE BOARD. The board of directors may hold regular and special meetings within or outside the State of ________________. A majority of the directors in office constitutes a quorum, and the act of a majority of directors present at a meeting at which a quorum is present is the act of the board. Directors may act by unanimous written consent and may participate by any means of communication through which all can hear one another.
6. OFFICERS. The officers of the Corporation shall include the following, each elected by the board of directors and serving at its discretion: ________________. Each officer has the duties usually associated with the office and any additional duties assigned by the board, and one person may hold more than one office except where prohibited by law.
7. SHARES OF STOCK. Shares of the Corporation shall be issued and transferred as authorized by the board of directors and recorded in the Corporation's stock records. The Corporation may issue certificated or uncertificated shares, and the board may set the terms of issuance and transfer consistent with the articles of incorporation and applicable law.
8. INDEMNIFICATION. The Corporation shall indemnify its directors and officers to the fullest extent permitted by the laws of the State of ________________ against liabilities and expenses arising from their service, and may purchase and maintain insurance for that purpose.
9. FISCAL YEAR AND RECORDS. The fiscal year of the Corporation ends on ________________ of each year. The Corporation shall keep correct and complete books and records of account, minutes of meetings, and a record of its shareholders at its principal office.
10. AMENDMENT OF BYLAWS. These Bylaws may be amended or repealed, and new bylaws adopted, by the board of directors or the shareholders as permitted by the articles of incorporation and the laws of the State of ________________. The undersigned Secretary certifies that these Bylaws were adopted as the Bylaws of the Corporation on ________________ and take effect on that date.
This is a general template and not legal advice. Corporate bylaws must be consistent with the Corporation's articles of incorporation and with state corporate law, which varies by state, so review your governing documents or have an attorney review this document before use.
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Questions
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These are professionally structured templates using standard clause language. Whether a completed document is legally binding depends on your state's requirements, proper signing (and notarization or witnesses where required), and your specific situation. For anything high-stakes, have an attorney review it. Nothing here is legal advice.
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