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Iowa Corporate Bylaws

Iowa corporate bylaws are the rules that guide your corporation’s operations and create your company’s organizational structure. Your bylaws establish policies for crucial aspects of your company, including appointing directors and officers, organizing board meetings and shareholders’ meetings, amending the bylaws themselves, and handling conflicts of interest.

Bylaws are a fundamental part of your business, so it’s important to get them right. That’s why we at Northwest offer a free, attorney-drafted template, specific to Iowa corporations, that you can use to create corporate bylaws for your business.

Why do I need corporate bylaws?

Unlike your Iowa Articles of Incorporation (which you’ll file with the Iowa Secretary of State) your corporate bylaws are internal documents—but that doesn’t mean they should be an afterthought. Writing strong bylaws is imperative. Here’s why:

1. Corporate bylaws are required in Iowa.

According to Iowa Code § 490.206, corporations “shall adopt initial bylaws,” which doesn’t leave any wiggle room for forming a corporation in Iowa without them.

2. Corporate bylaws establish the rules and roles within your corporation.

Bylaws create the framework for your corporation’s organizational structure and processes, including the roles of your directors and officers and the procedures for stock distributions and record-keeping. Without bylaws, your corporation would lack a cohesive framework for your business operations and resolving disputes would prove difficult.

3. Corporate bylaws prove that your business is a legitimate corporation.

Before doing business with you, third parties like banks, landlords and potential investors will ask to see your corporate bylaws. These documents not only show that your business is legit, but they also shore up your limited liability status by demonstrating that you’re following proper corporate rules.

What is included in Iowa corporate bylaws?

While your bylaws can include anything that doesn’t contradict the law (or your articles), strong bylaws are essential and should include information about:

  • Meetings
  • Stock
  • Directors and officers
  • Finances
  • Records
  • Amendments and emergencies

Who prepares the bylaws?

In Iowa, corporate bylaws are adopted by your board of directors at the first board meeting. It’s a good idea to consult a lawyer before finalizing your bylaws, but you may also use our free, attorney-drafted Iowa bylaws template to help get you started.

Are corporate bylaws legally binding?

Yes, bylaws are official legal documents. The good news is this means you can use your bylaws to defend your limited liability status in the face of potential lawsuits—on the flip side, you can face legal consequences yourself for not following your bylaws.

Iowa Corporate Bylaws Template

Here is our attorney-drafted, Iowa-specific Corporate Bylaws template:

FAQs

Are bylaws filed with the state of Iowa?

No, your corporate bylaws aren’t part of the public record. You’ll keep your bylaws on file with your own internal records.

Do bylaws need to be signed?

It’s a good idea to get your bylaws signed by directors and officers. It adds legitimacy to your business and is standard practice. However, signatures aren’t technically required.

How do I amend my bylaws in Iowa?

In general, shareholders and the board of directors are each permitted to amend bylaws. However, your articles of incorporation or even your bylaws themselves may restrict voting power. For example, Iowa Code § 490.1020 states that articles or bylaws may allow for shareholders to retain exclusive rights when it comes to amending bylaws.

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