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Arizona Corporate Bylaws

Arizona corporate bylaws are the rules that govern your corporation’s operations and create an organizational structure for your company. Corporate bylaws establish how your corporation will appoint directors and officers, hold shareholder and board meetings, and amend the bylaws themselves, among other issues.

Corporate bylaws are some of the most important internal documents you have, which is why we at Northwest offer a free, attorney-drafted template you can use to create corporate bylaws that suit your business.

Why do I need corporate bylaws?

Unlike your Arizona Articles of Incorporation, Arizona corporate bylaws are not filed with the Arizona Corporation Commission. However, they are legally recognized and no less important than any public document. Here’s why:

1. Corporate bylaws are legally required in Arizona.

AZ Rev Stat § 10-206 states that the “board of directors of a corporation shall adopt initial bylaws for the corporation.” This means that adopting bylaws is a legal requirement.

2. Corporate bylaws establish the rules and roles within your corporation.

Your corporate bylaws determine how your corporation is structured and the rules it will follow. This includes how many people will serve on your board of directors, how you’ll hold shareholders’ meetings, whether shares carry voting power and how you’ll keep records.Having an agreed-upon blueprint for handling big-picture procedures will help resolve any disagreements that might disrupt the flow of business.

3. Corporate bylaws prove that your business is a legitimate corporation.

Adopting corporate bylaws signals to others that your corporation is the real deal. Banks, landlords, and potential investors will want to see your bylaws before doing business with you. And if you’re facing a lawsuit, your corporate bylaws will help reinforce your limited liability status.

What is included in Arizona Corporate Bylaws?

Corporate bylaws can include anything (within the law) not already covered by Arizona’s statutes. But strong bylaws are essential, and should include information about:

  • Meetings
  • Stock
  • Directors and officers
  • Finances
  • Records
  • Amendments and emergencies

Who prepares the bylaws?

Corporate bylaws are adopted by your board of directors during your first official meeting, immediately following incorporation. While it’s a good idea to consult a lawyer before finalizing your bylaws, you can use our free, Arizona Corporate Bylaws template to help get you started.

Are corporate bylaws legally binding?

Yes. Your Arizona corporate bylaws are official legal documents, which means you can use them in a court of law to prove your limited liability status or show how your corporation functions. It also means you could face legal action if you don’t follow your bylaws.

Arizona Corporate Bylaws Template

These corporate bylaws were drafted by our attorney, specifically for use in Arizona.

FAQs

Are bylaws filed with the state of Arizona?

No. Your corporate bylaws are internal documents, which means they should be kept on file with your business records.

Do bylaws need to be signed?

Technically, it’s possible for a board of directors to adopt bylaws without signing them. However, signing your bylaws demonstrates that everyone is on the same page about how your corporation will function, so it’s always a good idea.

How do I amend my bylaws in Arizona?

Arizona’s statutes (see AZ Rev Stat § 10-1020) provide some rules for amending bylaws, but for the most part, corporations establish the procedures for amending bylaws in the bylaws themselves.

For example, corporate bylaws could redefine the quorum (the minimum number of those needed to be present to vote on an amendment) to a third of directors rather than a majority. Or, the bylaws can stipulate that only the shareholders are allowed to amend or repeal a certain bylaw.

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