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Delaware Corporate Bylaws

Delaware 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.

As crucial internal documents, your bylaws should cover the most important aspects of your business. For this reason, Northwest offers a free, attorney-drafted template you can use to create strong bylaws for your corporation.

Why do I need corporate bylaws?

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.

What is included in Delaware corporate 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

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.

Delaware Corporate Bylaws Template

Here is our Delaware Corporate Bylaws template:

FAQs

Are bylaws filed with the state of Delaware?

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?

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.

How do I amend my bylaws in Delaware?

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.

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