Texas Corporate Bylaws
Corporate bylaws function as a legal contract between the officers, directors, and shareholders of your Texas corporation, outlining the rules and procedures your corporation will follow. Bylaws cover a range of topics, including finances, voting, appointing officers and directors, and much more.
While you won’t need to file your corporate bylaws with the Secretary of State—unlike the Texas Certificate of Formation—every Texas corporation is required to have bylaws. Northwest offers a free, attorney-drafted corporate bylaws template, just for Texas corporations, that can help you get started.
Why do I need corporate bylaws?
Your bylaws provide the blueprint for your corporation’s policies. Here’s why you need them.
1. Corporate bylaws are legally required in Texas.
Texas law states that the board of directors must adopt initial bylaws for a corporation—per TX Bus Orgs § 21.057 (2019). Don’t mess with Texas—skipping this step could have serious consequences.
2. Corporate bylaws establish the rules and roles within your corporation.
Bylaws dictate how many officers and directors you can appoint and what their powers and responsibilities will be. Bylaws also establish when and where board and shareholder meetings will be held and how voting will work. When your officers, directors, or shareholders run into conflict, your bylaws can help you find a fair solution.
3. Corporate bylaws prove that your business is a legitimate corporation.
Banks, landlords, and investors will want to see your bylaws to make sure your corporation is legally compliant. If—heaven forbid—your corporation is ever sued, your bylaws can reinforce your liability protection by showing that your corporation has been following standard protocols.
What is included in Texas Corporate Bylaws?
Your bylaws are unique to your corporation, and they can include any policy or provision consistent with Texas law and your certificate of formation. That being said, corporate bylaws should always address the following topics:
- Directors and officers
- Amendments and emergencies
Who prepares the bylaws?
In Texas, corporate bylaws are prepared by the board of directors, typically at the first organizational meeting. Corporations often consult a lawyer before finalizing their bylaws, but you can use our Texas corporate bylaws template as a starting point.
Are corporate bylaws legally binding?
Yes. Officers, directors, and shareholders are legally bound to follow their corporate bylaws and can face serious legal consequences if they do not. These consequences can include losing the corporation’s limited liability status and being held personally liable for damages.
Are bylaws filed with the state of Texas?
No. Corporate bylaws make up an internal document that is kept on record at the business. Bylaws are not filed with the Texas Secretary of State.
Do bylaws need to be signed?
No, but signing them is a smart idea. We recommend having your officers and directors sign your bylaws to affirm that they sign on to your policies.
How do I amend my bylaws in Texas?
TX Bus Orgs § 21.058 (2019) states that either directors or shareholders may amend bylaws unless the certificate of formation or the bylaws themselves state that only shareholders have the power to amend. Bylaws typically include policies for how they may be amended. For example, your bylaws could state that a two-thirds majority of votes is required to amend a bylaw.