California Corporate Bylaws
California corporate bylaws are the agreed-upon rules for your corporation’s operations. Bylaws create an organizational structure for your company and outline policies for appointing directors and officers, holding shareholder and board meetings, and handling conflicts of interest, among other issues.
Strong corporate bylaws are important, which is why we at Northwest offer a free, attorney-drafted template you can use to create corporate bylaws that suit your business.
Are bylaws filed with the state of California?
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.
How do I amend my bylaws in California?
California’s statutes (see CA Corp Code § 211-212) 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 change the terms of a quorum (the minimum number of board members need to hold an official meeting), or prevent board members from adopting, amending or repealing any bylaws at all.