Michigan Corporate Bylaws

Michigan corporate bylaws outline the policies and procedures for important aspects of your company, including appointing directors and officers, holding meetings, amending bylaws, dissolving the business, and handling conflicts of interest.

Bylaws can be tricky to get right. That’s why we at Northwest provide a free Michigan-specific template, drafted by an attorney, that you can use to create corporate bylaws specifically for your business needs.

Why do I need corporate bylaws?

Even though you won’t file your corporate bylaws with the Michigan Department of Licensing and Regulatory Affairs—like you will your Michigan Articles of Incorporation—bylaws are no less important. Here’s why:

1. Corporate bylaws are required in Michigan.

According to MI Comp L § 450.1231, “the initial bylaws of a corporation shall be adopted” at the first organizational meeting following incorporation. In other words, bylaws are legally necessary to form a corporation in Michigan.

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

Rules are essential for any business. Within a corporation, you’ll need to create a framework for appointing directors, holding shareholder meetings, taking votes, keeping records, and even for eventually dissolving the business—should the time come. Adopting rules and defining roles clearly can help head off miscommunication and conflict.

Corporate bylaws prove that your business is a legitimate corporation.

Corporate bylaws are official legal documents. In most case, banks, landlords and investors will ask to see your bylaws before doing business with you.

What is included in Michigan corporate bylaws?

Your corporate bylaws can include anything not already covered by Michigan’s Business Corporation Act, as long as it’s within the bounds of the law. But strong bylaws should address the following:

Meetings
Stock
Directors and officers
Finances
Records
Amendments and emergencies

Who prepares the bylaws?

Initial bylaws may be adopted by your incorporator(s) or your board of directors—usually at your first organizational meeting. Either way, it’s a good idea to consult with a lawyer before finalizing your bylaws—you can also use our free Michigan Corporate Bylaws template.

Are corporate bylaws legally binding?

Yes, your corporate bylaws are official legal documents, which means that if you ever get sued you can use your bylaws to reinforce your limited liability status. On the other hand, if you fail to follow your bylaws, you could face adverse legal action.

Michigan Corporate Bylaws Template

Here is our Corporate Bylaws template, attorney-drafted for Michigan corporations:

Michigan Corporate Bylaws

FAQs

Are bylaws filed with the state of Michigan?

No, your corporate bylaws are internal documents. This means you’ll keep them filed with your own corporate documents.

Do bylaws need to be signed?

While it’s not technically required, signing bylaws is standard practice. Including signatures from leadership at your company helps to legitimize your bylaws.

How do I amend my bylaws in Michigan?

According to MI Comp L § 450.1231, the board of directors or the shareholders MAY have the power to amend or repeal bylaws. However, how your corporation makes changes to your bylaws is typically specified within the articles or within the bylaws themselves.

For example, articles or bylaws may specify that the power to amend bylaws be reserved exclusively for shareholders. And MI Comp L § 450.1415 and MI Comp L § 450.1523 allow for articles or bylaws to change the terms of a quorum (the minimum number of folks required to be present for a vote) for shareholders meetings and meetings of the board of directors, respectively.