Wisconsin Corporate Bylaws
Wisconsin corporate bylaws define the rules, procedures, and organizational structure of a corporation. They establish how decisions are made in the company. And just as importantly, they establish who makes those decisions. Bylaws put into writing a corporation’s policies for appointing directors and officers, holding board and shareholder meetings, handling conflicts of interest, and amending the bylaws themselves, among other issues.
Unlike the Wisconsin Articles of Incorporation, your corporate bylaws are compiled in an internal document that doesn’t need to be filed with the Wisconsin Secretary of State. Even so, bylaws are essential. Since corporate bylaws can be tricky for a new business owner to create, Northwest provides a free, attorney-drafted corporate bylaws template specific to Wisconsin corporations.
Why do I need corporate bylaws?
While Wisconsin law doesn’t require corporate bylaws, they’re still a good idea. Here are some reasons why.
1. Corporate bylaws establish the rules and roles within your corporation.
Corporate bylaws shouldn’t be something casual that you come up with on the fly. Your bylaws formalize the structure and rules of your corporation. How many directors and officers will you have? What powers will they hold? Bylaws also establish when and where you’ll hold meetings for board members and shareholders and how voting will function.
When you need to settle a dispute, the first thing you’ll do is consult your corporate bylaws, since they document all of your corporation’s policies. Turning to the bylaws is a lot easier than hashing out conflicts in court.
2. Corporate bylaws prove that your business is a legitimate corporation.
Adopting bylaws shows that your corporation is a valid business, and that’s important for several reasons. Banks require bylaws to open a corporate bank account—something you’ll need to do to maintain your limited liability status. Landlords and potential investors will look at your bylaws to make sure your business knows what it’s doing and has all its (legal) ducks in a row.
Plus, if your corporation is ever served with a lawsuit, your bylaws will be critical in preserving your limited liability. Adhering to the rules and procedures in your bylaws helps you demonstrate that your business is a distinct legal entity, entitled to limited liability protection.
What is included in Wisconsin Corporate Bylaws?
Wisconsin corporate bylaws should include policies for every important issue your corporation is likely to deal with, including company finances and management. You’re allowed to include anything in your bylaws that isn’t forbidden by Wisconsin law or your Certificate of Incorporation, but you should definitely cover the following topics:
- Directors and officers
- Amendments and emergencies
Who prepares the bylaws?
Usually the board of directors prepares and adopts the bylaw as a high-priority item. Ideally, this should happen at the first organizational meeting. Northwest can help you get started with our free, attorney-drafted corporate bylaws template custom-made for Wisconsin corporations.
Are corporate bylaws legally binding?
Yes. Corporate bylaws are legally binding for all officers, and shareholders. Violating corporate bylaws could put your limited liability in jeopardy, which can lead to a whole other set of issues.
Does Wisconsin require corporate bylaws?
No, Wisconsin does not require corporate bylaws. The Badger State is one of a handful of states that don’t legally mandate them. WI Stat § 180.0206 says corporations “may” adapt bylaws, not that they must.
Are bylaws filed with the state of Wisconsin?
No. Wisconsin corporate bylaws are written in an internal document that isn’t filed with the Secretary of State’s office. Instead, you’ll keep your bylaws document on record with your meetings minutes, resolutions, and other important documents.
Do bylaws need to be signed?
In a legal sense, no. Corporations can technically adopt bylaws without anyone signing them. However, at Northwest we recommend that all directors and officers sign your bylaws. It’s a simple way to make clear that everyone is on board with your policies.
How do I amend my bylaws in Wisconsin?
Generally, the rules for amending corporate bylaws will be determined by the bylaws themselves. For instance, bylaws usually specify the minimum number of shareholders needed for a vote. This minimum number is also called a “quorum.” Without a quorum, it’s hard to get anything done, and that’s by design.
Per WI Stat § 180.1020, the board of directors can amend bylaws unless the articles of incorporation give that power exclusively to shareholders. The board is also prohibited from amending rules that shareholders previously deemed unchangeable at the time of creation.