District of Columbia Corporate Bylaws
Your bylaws put the rules, procedures, and finances of your Washington DC corporation into writing. They cover the nuts and bolts of how your corporation operates, including when you’ll hold board and shareholder meetings, who gets to vote on amendments, and how you’ll settle disputes.
While you’re required to file your Washington DC Articles of Incorporation with the DC Corporations Division, you’re corporate bylaws are internal documents that you’ll keep with your business’s permanent records. Adopting strong corporate bylaws is crucial and required. To help you with this important step, Northwest offers a free guide to Washington DC bylaws, including a free, attorney-drafted corporate bylaws template.
Why Do I Need Corporate Bylaws?
Your bylaws help you prepare for the many complex situations you may encounter while running a corporation. Here are a few reasons why you need them.
1. Corporate bylaws are legally required in Washington DC.
According to DC Code § 29–302.06, the incorporators or directors of a DC corporation must adopt initial bylaws. The law doesn’t specify when bylaws should be adopted, but in most cases, the board of directors adopts bylaws at the first organizational meeting.
2. Corporate bylaws establish the rules and roles within your corporation.
Your bylaws determine who has the power in your corporation—how many officers and directors you’ll appoint, who will be able to make new rules for your business, and how you’ll vote on amendments. If you ever run into conflict, (what business doesn’t?) your bylaws will help you resolve the disagreement in a way that fits your policies.
3. Corporate bylaws prove that your business is a legitimate corporation.
Even though the DC government doesn’t ask to see your bylaws, many other people will, including banks, landlords, and potential investors. You’ll need your bylaws to show that your corporation is well-managed and can be trusted.
What Is Included in Washington DC Corporate Bylaws?
You can include any business-related policy in your bylaws, as long as it aligns with your articles of incorporation and the law. But corporate bylaws typically address at least these topics:
- Directors and officers
- Amendments and emergencies
Who Prepares the Bylaws?
In Washington DC, bylaws are prepared by the board of directors or the incorporators (if the directors have yet to be appointed). Since the policies in your bylaws could have legal consequences, many business owners consult an attorney before finalizing their bylaws. You can use our attorney-drafted DC bylaws template as a foundation.
Are Corporate Bylaws Legally Binding?
Yes. Corporate bylaws are essentially a legal contract that your officers, directors, and shareholders agree to follow. If you violate the rules in your bylaws, your business could lose its limited liability protection or face other penalties.
Are bylaws filed with the District of Columbia?
No, unlike the rest of the mountain of paperwork the DC government asks you to complete, you don’t need to file your bylaws with the Corporations Division. Instead, you should keep your bylaws with your company’s permanent records.
Do bylaws need to be signed?
No, bylaws aren’t required to have signatures. However, it’s a good idea to have your officers and directors sign your bylaws to emphasize that everyone involved has read them and agrees to them.
How do I amend my bylaws in Washington DC?
Per DC Code § 29–308.20, either your board of directors or your shareholders may amend your bylaws, unless your articles of incorporation or bylaws state that only shareholders have the power to amend. Bylaws typically set the rules for how they may be amended, including how many votes are needed to pass an amendment and the number of people who must be present to hold a vote (called the quorum).