What Are Corporate Bylaws and Do I Need Them?
After you have incorporated your business, there are documents you will need to set up in order to make sure you are in compliance with state laws. The bylaws of a corporation are one of those documents. The bylaws set up the rules of your company and are, in a sense, the Constitution of your organization.
After you have filed the Articles of Incorporation with the Secretary of State, you will hold your first shareholder’s meeting. In this meeting you will adopt the corporate bylaws and elect your board of director members. The bylaws discuss topics such as:
The location of the business
Information on the Company’s shareholders and their voting rights
Time, date and place of annual meetings
The Company’s officers and what their duties entail
Board of Directors membership, meetings, compensation, selection and removal
Information on the Corporate Records
The bylaws are not required to be filed with the state but do need to be kept in a safe place. Bylaws should be kept in a Corporate Book, which is a binder with the Articles of Incorporation, Bylaws, Minutes and Stock Information.
Do I Need Bylaws?
The short answer is yes. Prior to becoming a lawyer, I worked in the business field as a business and corporate developer. I was tasked with acquiring smaller companies for my employer. I remember starting with my employer and seeing how his business wasn’t correctly set up or protected, legally, to acquire and run multiple companies; my employer didn’t see the need. Luckily, and after months of convincing, my employer followed my requests and started structuring his business in a way that protected not only him personally but his businesses as a whole.
When we would seek out companies to acquire, I would always ask for a copy of the Corporate Book, or the Bylaws. You’d be surprised how many business owners fail to develop these documents when incorporating their business. Business owners feel it’s just a small formality and it doesn’t truly matter. Well, they’re wrong.
When I was asking for these documents, I was wanting to verify who the owners of the business were or who were the shareholders of an organization. Currently, I’m involved in a heavily litigated business dispute with two individuals dealing with the ownership of a C-Corp. When the company was founded there was never a corporate book created. There were no bylaws, and now, the two individuals are fighting over ownership of the company; there was no documentation ever stating who owned what percentage of the company. All of this could have been avoided by establishing a Corporate Book when incorporating the company.
Do I Need An Attorney?
In all honesty, no, you do not need to hire an attorney to create corporate bylaws for your company. There are plenty of free examples on the internet. That being said, no company is the same, and adopting generic bylaws may do more harm than good.
As attorney’s we see it all; the good, the bad and the ugly. We’ve been trained to look for the worst case scenario and protect our clients if that scenario should ever come true. At Howard Law, we will meet with you and your business partners and discuss your business and identify any potential issues down the road. We’ll take care of all the paperwork for you and make sure you and your business are protected. If you’re interested in learning more about corporate bylaws or incorporating your business, contact Howard Law at (314) 325-9868.
About The Author
Evan M. Howard is the managing attorney for Howard Law, a St. Louis business law and criminal defense law firm based in Clayton, Missouri. Focused on giving honest, quick and effective representation to all its clients. With a background in business and experience in all business matters from incorporation to acquisition, Howard Law is ready to help guide you through your legal matter.