South Dakota Corporate Bylaws
South Dakota corporate bylaws govern the way a corporation functions internally. Bylaws control many important aspects of a corporation, including how many officers and directors can be appointed and what their powers will be, who can amend and appeal policies, and how you’ll handle certain problems.
Corporate bylaws are collected in an internal document that you won’t need to file with the South Dakota Secretary of State, but they carry substantial legal weight. Our free, attorney-drafted South Dakota bylaws template can help you draft the best bylaws for your business.
Why do I need corporate bylaws?
Your corporate bylaws are just as important for your business as the South Dakota Articles of Incorporation. Here’s why.
1. Corporate bylaws are legally required in South Dakota.
According to SD Codified Law § 47-1A-206 (2019), initial bylaws must be adopted either by the board of directors or the incorporators (if the directors have not yet been named). Typically, directors adopt bylaws at the first organizational meeting.
2. Corporate bylaws establish the rules and roles within your corporation.
Bylaws determine who’s in charge of a corporation and how policies can be changed. Your corporate bylaws establish when and where shareholder and board meetings will be held and the procedure for holding a vote. If your shareholders and directors can’t agree, your corporate bylaws can guide you to a resolution.
3. Corporate bylaws prove that your business is a legitimate corporation.
Before a bank lets you open a corporate bank account or a landlord lets you rent a storefront, they’ll ask to look at your bylaws to make sure your business is properly organized. Investors will also want to see your bylaws to make sure your company has its (legal) ducks in a row.
Hopefully your business will never have to fight a lawsuit, but if you do, solid corporate bylaws can help you demonstrate in court that your corporation follows standardized procedures, which could help you maintain your limited liability status.
What is included in South Dakota Corporate Bylaws?
Nothing illegal, obviously, but beyond that, the rules you include in your corporate bylaws are pretty much up to you. However, corporate bylaws should always address the following topics:
- Directors and officers
- Amendments and emergencies
Who prepares the bylaws?
In South Dakota, corporate bylaws are prepared by the incorporators or board of directors, generally after consulting an attorney. Our free South Dakota corporate bylaws template can work as a starting point.
Are corporate bylaws legally binding?
Yes. Corporate bylaws function as a legal contract that your officers, directors, and shareholders implicitly agree to follow. If your officers or directors violate the bylaws, they can be removed from their positions. Corporations that don’t follow their bylaws risk losing their limited liability protection or facing other unpleasant legal consequences.
Are bylaws filed with the state of South Dakota?
No. As much as the Secretary of State’s office loves paperwork, they don’t want to see your bylaws. South Dakota corporate bylaws are internal documents that you should keep safe with your meetings minutes, resolutions, and other permanent documents.
Do bylaws need to be signed?
No, but it’s a smart idea. Having your officers and directors sign your bylaws shows that they commit to following your policies. Plus, signatures make your bylaws look extra professional.
How do I amend my bylaws in South Dakota?
A corporation can determine its own process for amending bylaws, either in the articles of incorporation or the bylaws themselves. For example, SD Codified Law § 47-1A-824 states that bylaws can redefine the quorum (the number of directors who must be present for a vote to take place). Bylaws can also specify the number of votes needed to pass an amendment.