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Colorado Corporate Bylaws

Colorado corporate bylaws are the rules that govern your corporation’s operations and create an organizational structure for your company. Bylaws outline policies for appointing directors and officers, holding shareholder and board meetings, and handling conflicts of interest, among other issues.

Strong corporate bylaws are essential, 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 Colorado Articles of Incorporation, your Colorado corporate bylaws are not filed with the Colorado 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 roles within your corporation.

Your corporate bylaws determine some of the most critical aspects of your corporate structure, like your how you’ll appoint your board of directors, hold shareholders’ meetings, issue stocks and even keep records. Having an agreed-upon blueprint for day-to-day operations helps to mitigate any disagreements that might come up.

2. 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. Plus, your corporate bylaws help reinforce your limited liability status.

Does Colorado require corporate bylaws?

No. Colorado’s statute’s don’t explicitly state that you need corporate bylaws. In fact, CO Rev Stat § 7-102-106 states that bylaws may be adopted by incorporators or directors during the initial meeting “if desired.”

But don’t be fooled—whether or not you desire adopting bylaws, doing so is essential for a well-functioning corporation. They not only provide a blueprint for your corporation’s daily operations, your bylaws can help defend against lawsuits in court.

What is included in Colorado corporate bylaws?

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

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

Who prepares the bylaws?

According to CO Rev Stat § 7-102-105, your incorporators, directors or shareholders may adopt bylaws at your first organizational meeting. While it’s a good idea to consult with a lawyer before finalizing your bylaws, you can use our free, Colorado Corporate Bylines template to help get you started.

Are corporate bylaws legally binding?

Yes. Your Colorado 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 ramifications if you don’t follow your bylaws.

Colorado Corporate Bylaws Template

Here is our Colorado Corporate Bylaws template:

FAQs

Are bylaws filed with the state of Colorado?

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?

No. Colorado statutes do not explicitly state that bylaws need to be signed. However, including the names and signatures of all board members and officers adds to your corporation’s legitimacy, and helps to ensure that your bylaws will hold up in court.

How do I amend my bylaws in Colorado?

Colorado’s statutes provide some rules for amending bylaws (see CO Rev Stat § 7-201 – 203), but for the most part, corporations establish the procedures for amending bylaws in the bylaws themselves.

For example—if your Colorado Articles of Incorporation allow—your corporate bylaws could change the terms of a quorum (the minimum number of board members need to hold an official meeting), or prohibit directors from voting on bylaws at all.

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