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Pennsylvania Corporate Bylaws

Pennsylvania corporate bylaws are the rules that govern your corporation’s operations and create an organizational structure for your company. Bylaws outline policies for appointing directors and officers, holding shareholder and board meetings, and handling conflicts of interest, among other issues.

Corporate bylaws are important internal documents, which is why we offer a free, attorney-drafted template you can use to create bylaws that match your corporation’s needs.

Why do I need corporate bylaws?

Even though bylaws are an internal document (you don’t have to file them with the Bureau of Corporations and Charitable Organization like your Pennsylvania Articles of Incorporation), they carry legal weight and affect your corporation in significant ways:

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

Corporate bylaws are where you make key decisions about the structure, and management of your business. It’s where you’ll list your processes for appointing and replacing directors and officers, rules for voting, and procedures for running meetings and maintaining records. Recording bylaws in writing makes corporate operations clear—and helps head off potential disagreements that could stall business.

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

Although bylaws are an internal document, investors, banks, and even landlords may ask to see your bylaws to verify that you have the authority to open an account, negotiate a deal, or lease a space on behalf of your corporation. And in the event of a lawsuit? Well-maintained corporate records help ensure you’re truly operating as a legal corporation—which is essential for protecting limited liability.

Does Pennsylvania require corporate bylaws?

Pennsylvania’s statute’s don’t explicitly state that you need corporate bylaws. However, Pennsylvania Consolidated Statute § 1310 implies the necessity of bylaws by stating that an organizing meeting “shall be held… for the purpose of adopting bylaws.”

What is included in Pennsylvania corporate bylaws?

You corporate bylaws can typically include any sort of provision as long as it’s within the law and not counter to your articles or Pennsylvania corporate statutes. At minimum, it’s a good idea for bylaws to cover:

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

Who prepares the bylaws?

Bylaws are adopted by directors or—if directors have not yet been named in the articles—by the incorporator(s). While it’s a good idea to consult with a lawyer before finalizing your bylaws, you can use our free Pennsylvania Corporate Bylaws template to help get you started.

Are corporate bylaws legally binding?

Yes. According to Pennsylvania Consolidated Statute § 102, corporate bylaws (or “private organic rules”) are “binding on all its interest holders”—in other words, your Pennsylvania corporate bylaws are official legal documents. This means failing to follow your bylaws can open you up to lawsuits and other legal ramifications.

Pennsylvania Corporate Bylaws Template

Here is our Pennsylvania Corporate Bylaws template:

FAQs

Are bylaws filed with the state of Pennsylvania?

Nope! There’s no need—and no place—to file your corporate bylaws. However, it is important to maintain up-to-date bylaws with your corporate records.

Do bylaws need to be signed?

Signing bylaws is standard practice—and can help ensure there are no disputes about their legitimacy—but signatures are not explicitly required by Pennsylvania statutes.

How do I amend my bylaws in Pennsylvania?

Pennsylvania’s statutes (see Pennsylvania Consolidated Statute § 1504) provide general rules for amending bylaws, mostly focusing on what is or is not allowed to be changed. As for actual procedures, however, these are most commonly established in the bylaws themselves.

Bylaws typically state the voting procedures needed for resolutions or amendments. This includes voting rights, quorum (the minimum number of board members or shareholders needed to hold an official meeting), and the procedures for calling a meeting.

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