What Is Included in Delaware Bylaws?
Bylaws can include anything not already covered by Delaware’s statutes or contradictory to your articles. But strong bylaws are essential and should include information about:
- Meetings
- Stock
- Directors and officers
- Finances
- Records
- Amendments and emergencies
What Information Do I Need to Use Northwest’s Free Delaware Corporate Bylaws?
Want to focus on your business and leave the heavy lifting to us? Our lawyers drafted a comprehensive corporate bylaws template you can use for free. You can even fill it out on this page, save it in a free account for later, and download a completed draft to sign.
In order to fill out our free corporate bylaws template, you’ll need your:
This must be your business’ legal entity name, or the name you put on your Delaware Articles of Incorporation.
List when (date and time) you will hold annual meetings for shareholders.
Once your board of directors have approved the bylaws for the corporation, fill in the date.
The director signs the bylaws to approve them on behalf of the board of directors.
Expect to also maintain up-to-date lists of all shareholders and directors.
Why Do Corporate Bylaws Matter in Delaware?
Delaware corporate bylaws are not filed with the Delaware Division of Corporations (like your Delaware Certificate of Incorporation). However, they just as fundamental for forming your business for these key reasons:
1. Corporate bylaws establish the rules and roles within your corporation.
Bylaws create the processes you’ll use for forming several important aspects of your corporation, from establishing your board of directors, running shareholders’ meetings, distributing stocks and even implementing record-keeping procedures. With company-wide policies in place, you can avoid unnecessary conflicts that might otherwise slow your business or cause legal problems down the road.
2. Corporate bylaws prove that your business is a legitimate corporation.
Corporate bylaws are official legal documents. In the case of a lawsuit, your corporate bylaws will help reinforce your corporation’s limited liability status. And many third parties you’ll do business with—from bankers and landlords to potential investors—will ask to see your bylaws.
Does Delaware Require Corporate Bylaws?
Though Delaware statutes frequently imply the existence of bylaws, they don’t explicitly say they’re required. (For example, DE Code § 109 states that bylaws “may be adopted.”) But bylaws are essential for a well-functioning corporation.
Who Prepares the Bylaws?
According to DE Code § 109, bylaws can be prepared by incorporators, initial directors, initial members, or the board of directors (unless a stock corporation has already received payments, in which case shareholders vote on bylaws). While it’s a good idea to consult with a lawyer before finalizing your bylaws, you can use our free, Delaware Corporate Bylines template to help get you started.
Are Corporate Bylaws Legally Binding?
Yes. Your Delaware Corporate Bylaws are official legal documents, which means you can use your bylaws as evidence to defend your corporate practices, should you ever face a lawsuit. On the flip side, this also means that you could face negative legal consequences if you act in contradiction to your bylaws.
FAQs
No. The operating agreement is a legal document that outlines the rules for how the owners of an LLC interact. Bylaws, on the other hand, establish the rules for running a corporation and managing its internal affairs.
No. Your corporate bylaws are internal documents, which means they should be kept on file with your business records.
While Delaware statutes do not explicitly state that bylaws need to be signed, including the names and signatures of all board members and officers adds to your corporation’s legitimacy. Signing bylaws is standard practice.
In Delaware, shareholders always have the power to amend bylaws, but corporations may also grant that power to the board of directors in their articles of incorporation. Corporations may also establish their own procedures for amending bylaws (without violating statutes) within the bylaws themselves.