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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.

Why do I need corporate bylaws?

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

1. Corporate bylaws establish the rules and rules within your corporation.

Having a blueprint for your corporation’s big picture situations and procedures will help prevent any disagreements that might disrupt the flow of operations. This is especially important given the fact that your corporate bylaws determine some of the most critical aspects of your corporation, like your board of directors, shareholders’ meetings, stocks and even record-keeping procedures.

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

Not only does having bylaws signals to others that you run a legitimate business—banks, land lords and potential investors will probably ask to see your bylaws before doing business with you. Plus, if you’re facing a lawsuit, your corporate bylaws will help reinforce your limited liability status.

Does California require corporate bylaws?

No. The California Corporations Code does not explicitly state that corporations must have corporate bylaws. However, the necessity of bylaws is implied in several places, including CA Corp Code § 213, which requires corporations to keep a copy of their bylaws on file at their principal executive office. There’s also the fact that if you don’t list the number of directors in your Articles of Incorporation, you’re legally required to list that information in your bylaws (see California Corp Code § 212). The bottom line: corporate bylaws are not legally required, but they’re pretty much essential for your corporation.

What is included in California corporate bylaws?

Corporate bylaws can include anything (within the law) not already covered by California’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?

Usually, the board of directors adopts bylaws during the first organizational meeting. While it’s a good idea to consult with a lawyer before finalizing your bylaws, you can use our free, California Corporate Bylaws template to help get you started.

Are corporate bylaws legally binding?

Yes. Your California 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 consequences if you violate your bylaws.

California Corporate Bylaws Template

Here is our California Corporate Bylaws template:

FAQs

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.

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