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Ohio Corporate Bylaws

Ohio corporate bylaws are called “regulations” in Ohio’s state statutes. (“Bylaws,” in Ohio, refer to the rules that govern a board’s internal structure, and are far less common.) These “regulations” (or, what other states call “bylaws”) are the rules that govern your corporation’s operations and create an organizational structure for your company. Also known as a “code of regulations,” these rules outline policies for appointing directors and officers, holding shareholder and board meetings, and handling conflicts of interest, among other issues.

Whether you call them “regulations” or “bylaws,” these rules are some of the most important internal documents you have, which is why we at Northwest offer a free, attorney-drafted template you can use to create internal regulations to suit your business.

Why do I need corporate bylaws?

Unlike your Ohio Articles of Incorporation, Ohio corporate bylaws (or regulations) are not filed with the Secretary of State, but they are legally recognized and no less important than any public document. Here’s why:

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

Your corporate bylaws (or regulations) determine some of the most critical aspects of your corporate structure, like your board of directors, shareholders’ meetings, stocks and even record-keeping procedures. Having an agreed-upon blueprint for day-to-day operations helps to mitigate any disagreements that might disrupt the flow of operations.

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

Adopting corporate bylaws (or regulations) signals to others that your corporation is the real deal. Banks, landlords, and potential investors will want to see your bylaws before doing business with you. And if you’re facing a lawsuit, your corporate bylaws will help reinforce your limited liability status.

Does Ohio require corporate bylaws?

Ohio Rev Code § 1701.11 states that a corporation’s directors MAY adopt regulations. But Ohio statutes don’t explicitly state that bylaws or regulations are required. However, bylaws are essential for a well-functioning corporation. They not only provide a blueprint for your corporation’s daily operations, but also help defend against lawsuits.

What is included in Ohio corporate bylaws?

Strong bylaws and regulations are essential and should include information about:

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

Generally though, corporate bylaws can include anything (within the law) not already covered by Ohio’s statutes.

For example, § 1701.51 allows for corporations change the terms of a quorum (the minimum number of board members need to hold an official meeting), and § 1701.59 stipulates that a corporation’s articles or regulations can reserve voting power exclusively for shareholders.

Who prepares the bylaws?

Both bylaws and regulations are adopted at your first organizational meeting by your board of directors or, if you haven’t named your directors yet, your incorporators. While it’s a good idea to consult with a lawyer before finalizing your bylaws, you can use our free Ohio Corporate Bylaws template to help get you started.

Are corporate bylaws legally binding?

Yes. Your Ohio corporate bylaws are official legal documents, which means you can use them in a court of law to prove your limited liability status, or show how your corporation functions. It also means you’re subject to legal ramifications if you don’t follow your bylaws.

Ohio Corporate Bylaws Template

Here is our Ohio Corporate Bylaws template:

FAQs

Are bylaws filed with the state of Ohio?

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?

Ohio statutes do not explicitly state that bylaws need to be signed. However, including the names and signatures of all board members and officers adds to your corporation’s legitimacy, and helps to ensure that your bylaws will hold up in court.

How do I amend my bylaws in Ohio?

Ohio’s General Corporation Law provides some rules for amending bylaws and regulations, but for the most part, corporations establish the procedures for amending bylaws and regulations in their articles and in the bylaws and/or regulations themselves.

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