What Is Included in Nevada Corporate Bylaws?
Your Nevada corporate bylaws should account for any situations your business deals with or might realistically experience in the future: how it handles the distribution of money, the structure of management, and all other important matters — even dissolution, if it should come to that. While NV Rev Stat § 78.046 says bylaws can incorporate any rules for your corporation that isn’t inconsistent with state or federal law, there are certain topics that any strong corporate bylaws should include:
- Meetings
- Stock
- Directors and officers
- Finances
- Records
- Amendments and emergencies
What Information Do I Need to Use Northwest’s Free Nevada Corporate Bylaws?
Focus on your business, let us do the heavy lifting! Our lawyer-drafted, comprehensive corporate bylaws template lets you fill out your bylaws right on this page. You can save it for later with a free account, then download a completed draft to sign whenever you’re ready.
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 Nevada 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.
You should also expect to maintain current lists of all shareholders and directors.
Why Do Corporate Bylaws Matter in Nevada?
All Nevada corporations should have a solid set of bylaws. Here are a few reasons why they’re so important:
1. Corporate bylaws establish the rules and roles within your corporation.
Bylaws are like board game instructions. They’re the rules that everyone in your corporation agrees to follow, and they help you settle disputes and handle problems that arise. You can’t play (or work) without them.
2. Corporate bylaws prove that your business is a legitimate corporation.
Before investors trust you with their money, or property owners trust you to rent from them, they’ll want to know that your corporation won’t go under in a month. Bylaws show that your corporation is professional and can be trusted.
Does Nevada Require Corporate Bylaws?
No. NV Rev Stat § 78.046 describes some of the powers bylaws can have, but it doesn’t mandate that corporations adopt bylaws. Even so, bylaws are essential legal documents for corporations. In a court case, your bylaws can help you prove that your company has been following standard protocols, which could be crucial to maintaining your limited liability protection.
Who Prepares the Bylaws?
Nevada bylaws are prepared by a corporation’s board of directors or incorporators, usually at the first organizational meeting. Many corporations consult an attorney before finalizing their bylaws. You can use our free Nevada Corporate Bylaws template to help get you started.
Are Corporate Bylaws Legally Binding?
Yes. Bylaws are legally binding documents that can be used in court to enforce a decision. Officers and directors are legally bound to follow their bylaws and can be removed from office if they don’t. In court, your bylaws help prove your corporation follows its own rules, reinforcing its limited liability protection.
FAQs
No. Operating agreements are for LLCs, bylaws are for corporations.
No. Corporate bylaws are internal documents you won’t file with the Nevada Secretary of State. Your bylaws should be kept on record with your business’s other documents, such as meetings minutes and resolutions.
Not technically, but it’s good, standard practice to sign them. Having your officers and directors sign your bylaws lends them legitimacy and shows that everyone in your corporation is in agreement.
Directors or shareholders can amend bylaws, but your corporation’s policy for amending bylaws should be covered in the bylaws themselves. For example, you could decide in your bylaws that a two-thirds majority vote is needed to pass an amendment.