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Minnesota Corporate Bylaws

Minnesota corporate bylaws are rules that establish the organizational structure of your corporation. Bylaws cover some of the most important aspects of your business, from appointing directors and officers to holding board and shareholders’ meetings and handling conflicts of interest.

We at Northwest know how important it is to have a solid set of bylaws to fall back on, which is why we offer a free, attorney-drafted template, specific to Minnesota corporations, you can use to help get you started with yours.

Why do I need corporate bylaws?

You might think bylaws aren’t that important since they aren’t filed with the MN Secretary of State (like your Minnesota Articles of Incorporation). However, bylaws are crucial for your business. Here’s why:

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

Without bylaws, your daily operations could easily devolve into chaos. Corporate bylaws guide some of the most fundamental aspects of your corporation, like board meetings, shareholders’ meetings, the issuing of stocks, and even record-keeping procedures.

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

As a framework for your company’s operations, bylaws can show others that you follow proper business practices. Banks, landlords and potential investors will probably want to see your bylaws before doing business with you.

Does Minnesota require corporate bylaws?

Technically, no. Minnesota Statute §302A.181 states that corporations “may, but need not, have bylaws.” That said, corporate bylaws are key to a well-functioning corporation—it’s rare, and in most cases, ill-advised not to have them.

What is included in Minnesota’s corporate bylaws?

Though your corporate bylaws aren’t part of the public record, what you put in them is still important. A good set of bylaws should include information about:

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

Who prepares the bylaws?

Bylaws are prepared by your incorporator(s), or—after your directors are selected—by your directors at the very first board meeting. While it’s wise to consult an attorney before solidifying your bylaws, you can also use our free, attorney-drafted Minnesota template to help get you started.

Are corporate bylaws legally binding?

Yes. Corporate bylaws are official legal documents, which means that if you ever get sued, you can use them in court to show how you’ve maintained the separation between your business and yourself. This is essential for demonstrating limited liability. On the flip side, if you don’t follow your corporate bylaws, you can be sued and face unwelcome legal ramifications.

Minnesota Corporate Bylaws Template

Here is our free, Minnesota Corporate Bylaws template:


Are bylaws filed with the state of Minnesota?

No. There’s no need to file your bylaws with any state agency. Your bylaws are an internal document that you’ll keep on file with your corporation’s other records.

Do bylaws need to be signed?

You’ll want to sign your bylaws, even though Minnesota state statutes don’t explicitly require signatures. For one thing, including signatures from your board members and officers adds legitimacy to your bylaws and further ensures that they’ll hold-up in court.

How do I amend my bylaws in Minnesota?

Bylaws can be amended by either the board or the shareholders, but corporations have the power to stipulate specific requirements for amendments in either their articles or in the bylaws themselves. For example, articles or bylaws could stipulate that that power to amend bylaws lies strictly with the shareholders.

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