West Virginia Corporate Bylaws
West Virginia corporate bylaws act as a blueprint for how your corporation will do business. Your bylaws not only create an organizational structure for your company, but also address important internal issues like meeting requirements, how stock will be issued,and even how to amend the bylaws themselves.
Corporate bylaws make up your corporation’s most important internal document, but a new business owner might get bogged down in the legal mumbo jumbo. This is why Northwest offers a free, attorney-drafted template you can use to create bylaws that suit the needs of your business.
Why do I need corporate bylaws?
Corporate bylaws set the course for your corporation’s future. Unlike your West Virginia Articles of Incorporation, your corporate bylaws do not have to be filed with West Virginia’s Secretary of State. However, your bylaws will be legally recognized and no less important than any public document. Here’s why:
1. Corporate bylaws are legally required in West Virginia.
WV Code § 31D-2-205 states that “incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.” This means that adopting bylaws for your corporation is legally required by the state of West Virginia.
2. Corporate bylaws establish the rules and roles within your corporation.
Your West Virginia corporate bylaws set forth a plan for how your company will operate. Your bylaws address your polices for record-keeping, holding board and shareholder meetings, voting on amendments, and much more. In short, having bylaws is essential for successfully running your corporation.
3. Corporate bylaws prove that your business is a legitimate corporation.
Drafting corporate bylaws shows that your corporation means business. Banks, landlords, and potential investors will want to see your bylaws before doing business with you. Plus, if your business ever gets sued, your bylaws will help strengthen your claim to limited liability.
What is included in West Virginia Corporate Bylaws?
Corporate bylaws can include anything (within the law) not already covered by West Virginia’s statutes. But strong bylaws are essential and should include information about:
- Directors and officers
- Amendments and emergencies
Who prepares the bylaws?
Corporate bylaws are adopted by your board of directors during your first official meeting, immediately following incorporation. While it’s a good idea to consult a lawyer before finalizing your bylaws, you can use our free, West Virginia Corporate Bylaws template to help get you started.
Are corporate bylaws legally binding?
Definitely. Your West Virginia corporate bylaws, while internally created, are legally binding. This means that your bylaws can be used in a court of law to help demonstrate that your corporation is a distinct legal entity entitled to limited liability protection. This also means you could face legal action if you don’t follow your bylaws.
Are bylaws filed with the state of West Virginia?
No. There is no need to file your bylaws with the West Virginia Secretary of State. However, you should keep them on file with the rest of your business records.
Do bylaws need to be signed?
Technically, it’s possible for a board of directors to adopt bylaws without signing them. However, signing your bylaws demonstrates that everyone is on the same page with regard to how your corporation will function, so getting signatures is a good idea.
How do I amend my bylaws in West Virginia?
WV Code §31D-10-1020 states that unless otherwise noted in the articles of incorporation, a corporation’s directors and shareholders can amend the bylaws, unless the shareholders remove the ability of the directors to make amendments. However, the procedures for amending bylaws are usually established in the bylaws themselves. Since your bylaws are internal, you won’t need to file any amendments with the state.