What Is Included in Iowa Corporate Bylaws?
Your bylaws could potentially include any rule that doesn’t violate Iowa state law or your Articles of Incorporation. However, all strong corporate bylaws will cover at least these six topics:
- Meetings
- Stock
- Directors and officers
- Finances
- Records
- Amendments and emergencies
What Information Do I Need to Use Northwest’s Free Iowa Corporate Bylaws?
Focus on your budding business and leave the heavy lifting to us! Our lawyers drafted a comprehensive corporate bylaws template you can use, totally 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 Iowa 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 Iowa?
Unlike your Iowa Articles of Incorporation (which you’ll file with Iowa’s 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.
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.
FAQs
No. Operating agreements are rules for LLCs, not corporations. Bylaws, on the other hand, establish the rules for running a corporation and managing its internal affairs.
No, your corporate bylaws aren’t part of the public record. You’ll keep your bylaws on file with your own internal records.
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.
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.