What Is Included in Washington State Corporate Bylaws?
Washington State corporate bylaws should cover your corporation’s policies for all important issues, including company finances and management. You can include almost any provision in your bylaws that doesn’t contradict Washington law, but you should definitely cover the following subjects:
- Meetings
- Stock
- Directors and officers
- Finances
- Records
- Amendments and emergencies
WA Rev Code § 23B.02.060 (2019) states that your bylaws can include any rule that doesn’t unlawfully limit the board of directors’ authority or contradict the law, the Articles of Incorporation, or a shareholder’s agreement.
Additionally, in Washington State you must include how many directors you will have (or how the number of directors will be fixed) in either your Articles of Incorporation or your corporate bylaws—per WA Rev Code § 23B.08.030 (2019).
What Information Do I Need to Use Northwest’s Free Washington State Corporate Bylaws?
Focus on your business and leave the paperwork to us! Our lawyers drafted a comprehensive state-specific corporate bylaws template you can use for free. You can even fill it out on this page, save it in a free account for later, and download a completed draft to sign.
In order to fill out our free corporate bylaws template, you’ll need your:
You’ll need to list your corporation’s legal name. This is the name you listed on your Washington Articles of Incorporation that you filed with the state.
List a date and time that you plan to hold annual meetings for shareholders.
Once your board of directors have approved the bylaws for the corporation, fill in the date.
The director signs the bylaws to approve them on behalf of the board of directors.
You should also expect to maintain up-to-date lists of all shareholders and directors.
Why Do Corporate Bylaws Matter in Washington State?
Bylaws are the legal backbone of a corporation, and every legitimate Washington State corporation needs them. Here’s why.
1. Corporate bylaws are legally required in Washington State.
According to Washington Rev Code § 23B.02.060 (2019), either the incorporators or board of directors for a corporation must adopt bylaws. Usually the board of directors will adopt initial bylaws at the first organizational meeting.
2. Corporate bylaws establish the rules and roles within your corporation.
Your bylaws put your corporation’s rules and structure into writing. This includes the number of directors and officers your corporation has and what their powers are, as well as when and where shareholder and board meetings will be held and how voting will work.
In case of a dispute between members of your corporation, your bylaws will help you settle things quickly and fairly.
3. Corporate bylaws prove that your business is a legitimate corporation.
Adopting corporate bylaws demonstrates to others that you take your business seriously. Investors and landlords will look at your bylaws to make sure your corporation follows rules. Bylaws are also required to open a corporate bank account—an essential step in maintaining limited liability.
In addition, following the rules and procedures in your bylaws helps you demonstrate that your company is a distinct legal entity. If your corporation is ever taken to court, your bylaws will be an essential weapon for reinforcing your limited liability protection.
Who Prepares the Bylaws?
In Washington State, either the incorporators or the board of directors can prepare the bylaws, usually with guidance from a lawyer. Northwest offers a free, attorney-drafted corporate bylaws template that is customized for Washington State corporations.
Are Corporate Bylaws Legally Binding?
Yes. Directors, officers, and shareholders have a legal obligation to abide by the corporate bylaws. Violating corporate bylaws puts your corporation at risk of losing its limited liability status.
FAQs
No. LLCs use operating agreements to organize how the business will run. Same idea, but different type of business entity.
No, you aren’t required to file your corporate bylaws with the Washington Secretary of State. Instead, you will keep your bylaws on file with your corporation’s other documents, such as meetings minutes and resolutions.
Not always. Technically a board of directors could adopt bylaws without signatures. However, we at Northwest recommend that all directors and officers sign your bylaws to signal that everyone in your corporation supports your policies.
Generally, the rules for amending bylaws will be written into the bylaws themselves. For instance, there may be a rule in your bylaws stating that your board of directors needs a two-thirds majority of votes to approve an amendment.
According to WA Rev Code § 23B.10.200 (2019), the board of directors may amend bylaws, except in cases where the Articles of Incorporation or a shareholder’s agreement states that only shareholders may amend bylaws.