What Is Included in New Jersey Corporate Bylaws?
Strong bylaws for your New Jersey corporation should account for any possible situation the business could find itself in: the handling and distribution of finances, how the corporation’s management is structured, and any other important matters — even the possibility of dissolution. Under NJ Rev Stat § 14A:2-9, bylaws can include any provisions consistent with the law or the corporation’s certificate of incorporation, but there are a few things all corporate bylaws should cover:
- Meetings
- Stock
- Directors and officers
- Finances
- Records
- Amendments and emergencies
What Information Do I Need to Use Northwest’s Free New Jersey Corporate Bylaws?
Want to focus on your business and leave the heavy lifting to us? Our lawyers drafted a comprehensive corporate bylaws template you can use for free. You can 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 New Jersey Certificate 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 New Jersey?
Even though bylaws are internal documents you don’t have to file with the New Jersey Division of Revenue, they have a lot of legal weight, affecting your corporation in significant ways:
1. Corporate bylaws are legally required in New Jersey.
New Jersey state law requires that your corporate board to adopt bylaws at their first organizational meeting (per NJ Rev Stat § 14A:2-9). This means that if you fail to adopt bylaws and your business is sued, a court could rule that your business is not a valid corporation, and you could lose your limited liability protection.
2. Corporate bylaws establish the rules and roles within your corporation.
Adopting bylaws ensures that your officers, directors, and shareholders know what your corporation’s rules are, and you can use your bylaws as a guidebook for settling disputes and disagreements. Bylaws also establish your company’s procedures for holding board and shareholder meetings and voting on amendments.
3. Corporate bylaws prove that your business is a legitimate corporation.
Bylaws show that your corporation is organized and follows the law. Banks, landlords, and potential investors will want to see your bylaws to make sure they can trust you. Strong bylaws also help prove your limited liability status in court.
Who Prepares the Bylaws?
In New Jersey, the board of directors prepares the initial bylaws at the first organizational meeting, often with a lawyer assisting. You can use our free New Jersey Corporate Bylaws template to get started with yours.
Are Corporate Bylaws Legally Binding?
Yes. Your bylaws are a contract between the directors, officers, and shareholders of your corporation, and there could be serious legal consequences for not following them—including losing your limited liability protection.
FAQs
No. Bylaws are a corporation’s operating rules. While similar, operating agreements are a legal document outlining rules for how an LLC’s owners interact.
No, you don’t need to file your corporate bylaws with the New Jersey Division of Revenue. Bylaws are an internal document that you should keep with your corporation’s other important records, like meeting minutes and resolutions
No, bylaws don’t need to be signed to be legally valid, but your officers and directors signing your bylaws is standard practice and shows that your entire corporation is in agreement.
A corporation decides its own rules for amending bylaws in their certificate of incorporation and bylaws. For example, in New Jersey both directors and shareholders have the power to amend bylaws, unless the certificate of incorporation states that only shareholders may amend them.