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Minnesota Corporate Bylaws

Minnesota corporate bylaws establish the rules, procedures, and organizational structure of your corporation, dictating how decisions are made and who gets to make them. Your corporate bylaws should include policies for appointing directors and officers, holding shareholder and board meetings, and handling conflicts of interest, among other key procedures.

Unlike your Minnesota Articles of Incorporation, your corporate bylaws are internal documents that don’t need to be filed with the Secretary of State. However, every Minnesota corporation is required to draw up bylaws. Creating corporate bylaws can be daunting, which is why Northwest provides a free corporate bylaws template that has been drafted by an attorney and is customized for Minnesota corporations. You can fill it out, save your progress, and download and sign the template at your leisure.

What Is Included in Minnesota Corporate Bylaws?

Your corporate bylaws can include anything not already covered by Minnesota state law. But strong bylaws should at the very least address the following:

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

What Information Do I Need to Use Northwest’s Free Minnesota Corporate Bylaws?

Focus on your business and leave the paperwork to us with our lawyers drafted set of Minnesota bylaws. You can use our template for free, and 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 state formation documents.

List a 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 Minnesota?

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.

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.

FAQs

No. An operating agreement is a legal document that outlines the rules for how the owners of an LLC interact. Bylaws, on the other hand, establish the rules for running a corporation and managing its internal affairs.

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.

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.

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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