Connecticut Corporate Bylaws
Connecticut corporate bylaws define the rules, procedures, and organizational structure of a corporation. Bylaws put into writing a corporation’s policies for handling important issues, including the appointment of directors and officers, the process for holding board and shareholder meetings, and the rules for handling conflicts of interest and amending the bylaws themselves, among other issues.
Unlike the Connecticut Certificate of Incorporation, your corporate bylaws are internal documents that do not need to be filed with the Connecticut Secretary of State. Bylaws are crucial documents for Connecticut corporations, but they can be a challenge to create. That’s why Northwest provides a free, attorney-drafted Connecticut corporate bylaws template to help you get started.
Why do I need corporate bylaws?
Every legitimate Connecticut corporation needs to adopt bylaws. Here are a few reasons why.
1. Corporate bylaws are legally required in Connecticut.
According to Connecticut Gen Stat § 33-640, the incorporators or board of directors will adopt initial bylaws. Most of the time, the board of directors adopts bylaws at the first organizational meeting.
2. Corporate bylaws establish the rules and roles within your corporation.
Your bylaws formalize the structure and rules of your corporation, including how many directors and officers you’ll have and what powers they will hold. Bylaws also establish when and where you’ll hold meetings for board members and shareholders and how voting will function.
When you need to settle a dispute, the first thing you’ll do is consult your corporate bylaws, since they document all of your corporation’s policies.
3. Corporate bylaws prove that your business is a legitimate corporation.
Adopting bylaws shows that your corporation is a valid business. Banks require bylaws to open a corporate bank account—something you’ll need to do to maintain your limited liability status. Landlords and potential investors will look at your bylaws to make sure your business has all its (legal) ducks in a row.
Plus, if your corporation is ever served with a lawsuit, your bylaws will be critical in preserving your limited liability. Adhering to the rules and procedures in your bylaws helps you demonstrate that your business is a distinct legal entity, entitled to limited liability protection.
What is included in Connecticut Corporate Bylaws?
Connecticut corporate bylaws should include policies for every important issue your corporation is likely to deal with, including company finances and management. You’re allowed to include anything in your bylaws that isn’t forbidden by Connecticut law or your Certificate of Incorporation, but you should definitely cover the following topics:
- Directors and officers
- Amendments and emergencies
Who prepares the bylaws?
Usually the board of directors prepares and adopts the bylaws at the first organizational meeting. Northwest can help you get started with our free, attorney-drafted Connecticut corporate bylaws template.
Are corporate bylaws legally binding?
Yes. Corporate bylaws are legally binding for all directors, officers, and shareholders. Violating corporate bylaws could put your limited liability in jeopardy.
Are bylaws filed with the state of Connecticut?
No. Connecticut corporate bylaws are internal documents that aren’t filed with the Secretary of State’s office. Instead, you’ll keep your bylaws on record with your meetings minutes, resolutions, and other important documents.
Do bylaws need to be signed?
Technically, no. Corporations can legally adopt bylaws without anyone signing them. However, at Northwest we recommend that all directors and officers sign your bylaws, to make it clear that everyone in your corporation is on board with your policies.
How do I amend my bylaws in Connecticut?
Generally, the rules for amending corporate bylaws will be determined by the bylaws themselves. For instance, bylaws usually specify the minimum number of shareholders needed for a vote (called the “quorum”) to approve an amendment.
According to CT Gen Stat § 33-807, shareholders may amend bylaws, and the board of directors can also amend bylaws, unless the Certificate of Incorporation states that only shareholders have the power to amend them.