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Louisiana Corporate Bylaws

Louisiana corporate bylaws are the rules that govern the daily operations and corporate procedures of your company. Bylaws outline policies for appointing directors and officers, holding shareholder and board meetings, and handling conflicts of interest, among other issues.

Corporate bylaws are essential, which is why we at Northwest offer a free, attorney-drafted template, customized for Louisiana corporations, that you can use to create corporate bylaws that suit your business.

Why do I need corporate bylaws?

Unlike your Louisiana Articles of Incorporation, corporate bylaws are not filed with the Louisiana Commercial Division, but they are legally recognized and no less important than any public document. Here’s why:

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

Your corporate bylaws determine important aspects of your corporate structure, like your board of directors, shareholders’ meetings, stocks and even record-keeping procedures. Having rules helps mitigate any disagreements that might otherwise disrupt the flow of operations.

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

Adopting corporate bylaws signals to others that your corporation is the real deal. Banks, landlords, and potential investors will want to see your bylaws before doing business with you. And if you’re facing a lawsuit, your corporate bylaws will help reinforce your limited liability status.

Does Louisiana require corporate bylaws?

No. According to Louisiana Revised Statute § 12:1-206, corporations MAY adopt corporate bylaws, so bylaws are not legally required for Louisiana corporations. However, bylaws are pretty much essential for a well-functioning corporation.

 What is included in Louisiana corporate bylaws?

Corporate bylaws can include anything (within the law) not already covered by Louisiana’s statutes. But strong bylaws are essential, and should include information about:

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

Who prepares the bylaws?

Bylaws are adopted by your directors or—if directors have not yet been named—your incorporator or incorporators at your first organizational meeting. While it’s a good idea to consult with a lawyer before finalizing your bylaws, you can use our free Louisiana Corporate Bylaws template to help get you started.

 Are corporate bylaws legally binding?

Yes, your Louisiana corporate bylaws are official legal documents. This means you can use them in a court of law to prove your limited liability status—it also means that violating your bylaws could lead to some gnarly legal consequences.

Louisiana Corporate Bylaws Template

Here is our attorney-drafted, Louisiana Corporate Bylaws template:

FAQs

Are bylaws filed with the state of Louisiana?

No. Your corporate bylaws are internal documents, which means you should keep them filed with your business records.

Do bylaws need to be signed?

Technically, no—Louisiana statutes do not explicitly state that bylaws need to be signed. However, including the names and signatures of all board members and officers adds to your corporation’s legitimacy.

How do I amend my bylaws in Louisiana?

Louisiana Revised Statutes § 12:1-1020-1021 provide some rules for amending bylaws, but corporations may also establish the procedures for amending bylaws in their articles and in the bylaws themselves. For example, a bylaw could increase a quorum (the number of directors needed to make a meeting official) or change voting requirements for the board of directors.

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