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New York Corporate Bylaws

New York corporate bylaws are the rules that define your business operations and create an organizational structure for your company. Bylaws outline policies for appointing directors and officers, amending the bylaws themselves, holding shareholder and board meetings, and dissolving the business, among other issues.

Because your bylaws are crucial to your business, we provide an attorney-drafted template you can use for free to create corporate bylaws specific to your company.

Why do I need corporate bylaws?

New York corporate bylaws are not filed with the NY Department of State—like your New York Certificate of Incorporation—but they are just as important as any public document. Here’s why:

1. Corporate bylaws are legally required in New York.

According to NY Bus Corp L § 601, corporate bylaws “shall be adopted” by an organization’s incorporator(s) at the initial organizational meeting. That means that in New York, you’ll need to adopt bylaws to comply with the law.

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

Your corporate bylaws determine the process for appointing your board of directors, holding shareholders’ meetings, issuing stock, and even keeping internal records—some of the most important aspects of your business. Without bylaws, disputes and disagreements are impossible to solve.

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

Bylaws create the foundation for your business, which shows others your business rests on solid footing. Banks, landlords, and potential investors will want to see your bylaws before doing business with you. Bylaws also help shore up your corporation’s limited liability status if—heaven forbid—you ever face a lawsuit.

What is included in New York corporate bylaws?

Corporate bylaws can include anything that doesn’t contradict New York’s statutes or your own Certificate of Incorporation. But strong bylaws are essential and should include information about:

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

Who prepares the bylaws?

New York statutes stipulate that bylaws are to be prepared by a corporation’s incorporator(s) at the initial organizational meeting. While it’s a good idea to consult with a lawyer before finalizing your bylaws, you can use our free, New York Corporate Bylines template to help get you started.

Are corporate bylaws legally binding?

Yes. Your New York corporate bylaws are official legal documents. This means that—should you ever face a lawsuit—you can use your corporate bylaws to prove your limited liability status. It also means that you could face legal ramifications if you don’t follow your bylaws.

New York Corporate Bylaws Template

Here is our New York Corporate Bylaws template:

FAQs

Are bylaws filed with the state of New York?

No. Your corporate bylaws are internal documents, which means they should be kept on file with your business records.

Do bylaws need to be signed?

You’ll want to make sure your bylaws are signed, even though New York statutes do not explicitly state that bylaws need to be signed. Including the names and signatures of all board members and officers in your bylaws adds to your corporation’s legitimacy.

How do I amend my bylaws in New York?

New York’s statutes (see NY Bus Corp L § 601 Ch. 4  ) provide some rules for amending bylaws, but for the most part, corporations establish the procedures for amending bylaws in their Certificate of Incorporation and in the bylaws themselves.

For example, NY Bus Corp L § 613 states that the Certificate of Incorporation may limit the voting power of some shareholders, while NY Bus Corp L § 608 indicates that bylaws may change the terms of a quorum (the minimum number of folks required to be present for a vote) from a simple majority to a “lesser quorum.”

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