Georgia Corporate Bylaws
Georgia corporate bylaws establish the rules and structure of your corporation, including who has decision-making power and how decisions will be made. Among other issues, your bylaws should cover your policies for appointing directors and officers, amending bylaws, holding board and shareholder meetings, and handling dissolution, should the time come.
While the Georgia Articles of Incorporation need to be filed with Corporations Division, your corporate bylaws are internal documents that don’t need to be filed with any state agency, but that doesn’t mean that they aren’t important. Preparing corporate bylaws can be tricky. That’s why Northwest provides a free, Georgia-specific corporate bylaws template to get you started.
Why do I need corporate bylaws?
Adopting bylaws is a necessary step toward becoming a legitimate Georgia corporation. Here are a few reasons why:
1. Corporate bylaws are legally required in Georgia.
Georgia code § 14-2-206 (2021) requires the incorporators or board of directors to adopt bylaws. The board of directors usually adopts initial bylaws at the first organizational meeting.
2. Corporate bylaws establish the rules and roles within your corporation.
Your corporate bylaws determine your company’s rules, protocols, and management structure, including how many directors and officers you’ll have and what their powers and responsibilities will be. The bylaws establish rules for voting, where you’ll hold board and shareholder meetings and how often.
If directors or shareholders in your corporation can’t agree on how to proceed, you can consult your bylaws to make sure your decision aligns with company policy.
3. Corporate bylaws prove that your business is a legitimate corporation.
Your corporate bylaws show banks, landlords, and potential investors that they can trust your business. Banks won’t let you open a corporate bank account until you show them your bylaws. Potential investors will want to look over your bylaws to make sure your company follows responsible protocols.
If your corporation is ever sued, having strong corporate bylaws could help reinforce your limited liability protection. By following the protocols outlined in your bylaws, you help to show that your corporation is a distinct legal entity with its own rules.
What is included in Georgia Corporate Bylaws?
Your bylaws should cover your Georgia corporation’s policies for every major issue you’ll have to deal with, including finances and management. You’re free to include anything in your bylaws that isn’t contrary to Georgia law or the Articles of Incorporation, but your bylaws should definitely cover at least these subjects:
- Directors and officers
- Amendments and emergencies
Who prepares the bylaws?
In most cases, the board of directors prepares and adopts the bylaws at the first organizational meeting, often with counsel from an attorney. Our free, attorney-drafted Georgia corporate bylaws template can help you get started.
Are corporate bylaws legally binding?
Yes. Directors, officers, and shareholders have a legal responsibility to abide by corporate bylaws. Infringing on your bylaws could lead to your corporation losing its limited liability status.
Are bylaws filed with the state of Georgia?
No. Your corporate bylaws aren’t filed with the Georgia Corporations Division. They are internal documents you should keep on record with your business’s other important documents, such as your meetings minutes.
Do bylaws need to be signed?
No, but Northwest recommends it. It’s possible for a board of directors to adopt bylaws without getting any signatures, but it’s a good practice to have all directors and officers sign your bylaws to demonstrate a shared commitment to upholding company policies.
How do I amend my bylaws in Georgia?
GA code § 14-2-1020 (2021) gives some rules for amending corporate bylaws, but for the most part, the rules for amending bylaws will be covered in the bylaws themselves.
For example, bylaws usually define the minimum number of shareholders needed for a vote (called the quorum) in order to pass an amendment.