Are bylaws legally required?

Most states do not require bylaws to be filed with the state, but corporations should adopt bylaws to document governance. Adopting bylaws supports corporate formalities and can be critical evidence in disputes over authority and liability.

Who must adopt the bylaws?

Bylaws are typically adopted by the board of directors or by incorporators at formation. The adoption should be recorded in meeting minutes or a written consent to provide a clear record of corporate action.

Can bylaws be signed electronically?

Yes. Electronic signatures are generally legally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and the Uniform Electronic Transactions Act (UETA) in most states. Ensure the eSignature platform captures intent, attribution, consent, and retention to meet legal requirements.

Do bylaws need notarization or witnesses?

Typically no. Bylaws are internal corporate governance documents and do not require notarization or witnesses in most jurisdictions. Check state-specific requirements or lender demands if a notarized certification is requested.

How do I amend the bylaws later?

Follow the amendment procedure in the current bylaws: provide required notice, satisfy voting thresholds, and record the amendment in minutes. Maintain version control and circulate updated copies to directors and stakeholders.

What records should I keep with the bylaws?

Retain the signed bylaws, meeting minutes evidencing adoption, and any subsequent amendments. Keep originals for the active life of the company and at least three additional years; longer retention may be required for tax or industry-specific records.

Electronic Signature
Templates
Legal
Company Bylaws Template

Company Bylaws Template

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

COMPANY BYLAWS

These Bylaws are adopted effective as of by the undersigned for the governance of the corporation identified below. Corporation Name: . State of Incorporation: . Registered Agent Name: . Registered Office Address:

RECITALS

WHEREAS, the Corporation was duly formed and is authorized to transact business under the laws of the State of ; and

WHEREAS, the Board of Directors deems it advisable and in the best interests of the Corporation to adopt a set of bylaws governing the management and internal affairs of the Corporation; and

WHEREAS, these Bylaws set forth the responsibilities and authorities of the Board of Directors, officers and shareholders, and the procedures for corporate governance.

NOW, THEREFORE, BE IT RESOLVED that the Corporation adopts the following Bylaws:

ARTICLE I — OFFICES

1.1 Principal Office. The principal office of the Corporation shall be located at or at such other place as designated by the Board of Directors.

1.2 Other Offices. The Corporation may maintain other offices within or outside the state of incorporation as determined by the Board.

ARTICLE II — PURPOSES; POWERS

2.1 Corporate Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be formed under the laws of the State of . Specific business activities may be described here:

2.2 Powers. The Corporation shall have, in addition to powers granted by statute, the authority to enter into contracts, acquire property, incur liabilities, sue and be sued, and take all actions necessary or convenient to carry out its business and affairs, subject to applicable law and these Bylaws.

ARTICLE III — SHARES

3.1 Authorized Shares. The total number of shares the Corporation is authorized to issue is shares, consisting of such classes and par values as set forth in the Articles of Incorporation.

3.2 Certificates and Transfer. The Corporation may issue certificates representing shares and the Board may adopt rules regarding transfer, registration and cancellation of certificates. Transfers shall be made only upon the books of the Corporation by the holder or by the holder's legal representative, subject to any restrictions in the Articles of Incorporation.

ARTICLE IV — SHAREHOLDERS' MEETINGS

4.1 Annual Meeting. The annual meeting of shareholders for the election of directors and transaction of other business shall be held at such time and place as determined by the Board. Notice of the annual meeting shall be given not less than days prior to the meeting.

4.2 Special Meetings. Special meetings of shareholders may be called by the Board, the President, or shareholders holding not less than of the outstanding voting shares, and shall be called and noticed in accordance with law.

4.3 Quorum and Voting. Unless otherwise provided by law or the Articles of Incorporation, the presence in person or by proxy of the holders of a majority of the voting power constitutes a quorum. Except as otherwise required by law, action requires the affirmative vote of the majority of votes cast by holders entitled to vote on the matter.

ARTICLE V — BOARD OF DIRECTORS

5.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all powers and take all lawful actions permitted to the Corporation, subject to these Bylaws.

5.2 Number and Qualification. The number of directors shall be not fewer than and not more than , with the exact number fixed by resolution of the Board.

5.3 Meetings. Regular and special meetings of the Board may be called pursuant to notice requirements established by the Board. A majority of the directors then in office shall constitute a quorum for the transaction of business.

ARTICLE VI — OFFICERS

6.1 Officers. The officers of the Corporation shall include a President, a Secretary and a Treasurer, and may include such other officers as the Board determines. Officers shall be elected by the Board and serve at its pleasure.

6.2 Duties. Officers shall have the authority and duties delegated by the Board. The President shall be the chief executive officer responsible for general supervision; the Secretary shall maintain corporate records and minutes; the Treasurer shall keep financial records and reports.

ARTICLE VII — COMMITTEES

7.1 Committee Authority. The Board may establish committees composed of one or more directors, delegating to such committees the authority permitted by law and subject to any limitations established by the Board.

ARTICLE VIII — INDEMNIFICATION

8.1 Indemnification. To the fullest extent permitted by applicable law, the Corporation shall indemnify and advance expenses to directors, officers and employees who are parties to any proceeding by reason of the fact that they are or were serving in such capacity, provided that the person acted in good faith and in a manner reasonably believed to be in the Corporation’s best interests.

ARTICLE IX — AMENDMENTS; WAIVER

9.1 Amendments by Board. These Bylaws may be amended, altered or repealed, and new Bylaws may be adopted, by the Board of Directors unless the Articles of Incorporation or applicable law require shareholder approval. Any amendment adopted by the Board shall be subject to any rights of the shareholders established by law or the Articles.

9.2 Amendments by Shareholders. These Bylaws may be amended by the affirmative vote of the holders of at least of the outstanding voting power, except as otherwise provided by law or the Articles of Incorporation.

9.3 Waiver. No waiver of any provision of these Bylaws shall be effective unless made in writing and signed by the party to be charged, and no waiver shall operate as a continuing waiver.

ARTICLE X — NOTICES

10.1 Notice Address for the Corporation:

Corporate Notice Address Notice Address for Shareholders (if different)

10.2 Method. Notices required by these Bylaws shall be in writing and delivered personally, by certified mail, or by any other means reasonably calculated to provide actual notice to the recipient.

ARTICLE XI — RECORDS; FISCAL YEAR

11.1 Corporate Records. The Corporation shall keep correct and complete books and records of account and minutes of the proceedings of its shareholders, Board and committees, which shall be kept at the principal office or such other location as the Board designates.

11.2 Fiscal Year. The fiscal year of the Corporation shall end on the of each year, unless otherwise determined by the Board.

ARTICLE XII — SEVERABILITY; GOVERNING LAW; ENTIRE AGREEMENT

12.1 Severability. If any provision of these Bylaws is held invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

12.2 Governing Law. These Bylaws shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

12.3 Entire Agreement. These Bylaws constitute the entire statement of the Corporation’s bylaws and supersede all prior bylaws and inconsistent provisions adopted by the Corporation.

ARTICLE XIII — COUNTERPARTS

13.1 Counterparts. These Bylaws may be executed in one or more counterparts, each of which shall be an original and all of which together shall constitute one instrument.

ADOPTION

These Bylaws were adopted by the Board of Directors on the date first written above and shall take effect immediately.

Corporation:

By:

Date:

Adopting Director/Officer:

By:

Date:

What a Company Bylaws Template Is and When It Applies

A Company Bylaws Template is a standardized internal document that sets out a corporation's governance rules: board structure, officer duties, meeting and voting procedures, share classes, and amendment mechanics. Bylaws are adopted by the incorporators or board at formation and kept with corporate records; they usually are not filed with the state but are essential for maintaining corporate formalities and demonstrating internal governance to banks, investors, and courts.

Why a Clear Bylaws Template Matters

Well-drafted bylaws reduce governance disputes, clarify board and officer authority, support liability protection by documenting corporate formalities, and simplify onboarding of new directors and shareholders.

Who Typically Prepares and Uses Bylaws

Companies and stakeholders who need consistent governance and recordkeeping commonly use a bylaws template.

Founders and incorporators — establish initial governance rules for new entities and initial board composition.
Board of directors — reference rules for meetings, voting thresholds, committees, and officer appointments.
Corporate counsel and compliance officers — ensure bylaws meet statutory requirements and support regulatory or banking needs.

Use the template as a living governance document: adopt it at formation and revisit it as the company evolves.

Core Sections to Include in Your Bylaws Template

A professional bylaws template organizes governance into discrete sections so stakeholders can locate rules quickly and ensure consistency across decisions and filings.

Corporate Purpose

Brief statement of the corporation's lawful purpose and scope of authorized activities; keeps the charter and bylaws aligned for operational clarity.

Share Structure

Defines authorized share classes, par value (if any), voting rights, and procedures for issuing or transferring shares to protect capital structure integrity.

Board Composition

Specifies director numbers, term lengths, appointment/removal procedures, and quorum rules to guide board elections and governance continuity.

Meetings and Voting

Covers notice requirements, remote participation, proxy rules, voting thresholds, and special meeting procedures to ensure valid decision-making.

Officers and Duties

Lists officer titles, appointment method, authorities, and delegation rules so daily operations align with board intent and fiduciary duties.

Amendment Procedure

Describes how bylaws may be amended, including voting thresholds and notice periods, to provide a clear process for future changes.

Required Information to Complete the Template

Company Name: Exact legal entity name

Principal Office: Full street address

Registered Agent: Name and service address

Shareholder Details: Authorized shares and classes

Board Members: Names and term information

Effective Date: Adoption or formation date

Step-by-Step: Adopting the Bylaws

Follow these sequential steps to adopt and record bylaws properly at formation or when amending them.

01

Draft the Bylaws: Prepare initial draft tailored to the company's needs.
02

Board Review: Circulate to directors for comment and revisions.
03

Adoption Vote: Hold meeting and record the adoption by vote.
04

Recordkeeping: Store signed bylaws in the corporate minute book.

Digital Workflow Settings for Completing Bylaws Online

Common settings ensure secure routing, required fields, and an audit trail when completing bylaws electronically.

Field	Configuration
Signature Authentication	Require email plus optional access code or SMS
Field Types	Use required text, date, and checkbox fields
Bulk Distribution	Enable bulk send for multiple entities
Audit Trail	Capture timestamps, IP, and signer actions

Where to Send and Store Adopted Bylaws

After adoption, distribute signed copies to key parties and record them in official corporate files.

Corporate Records: Keep original signed bylaws in the minute book or electronic records.
Board Members: Provide copies to all directors and officers for reference.
Banks and Lenders: Share certified copies when opening accounts or obtaining financing.
Outside Counsel: Retain a copy with corporate counsel for compliance and review.

Digital Signing and File Formats to Use

Use industry-standard file formats and signer authentication to ensure records are admissible and reproducible.

File Formats: PDF or Word DOCX for editable and archival versions
Integrations: Integrate with systems like Salesforce or NetSuite
Authentication: Use email plus access code or stronger methods

Ensure the chosen platform complies with ESIGN and UETA for legal admissibility and supports secure audit trails and retention.

Practical Tips for Accurate and Efficient Bylaws Completion

Follow these best practices to reduce errors and ensure bylaws are enforceable and easy to follow.

Use Consistent Legal Names

Always use the exact legal entity name from the articles of incorporation across the document to avoid ambiguity with banks, regulators, and counterparties.

Specify Voting Thresholds

Define quorum and voting thresholds clearly (e.g., majority of directors present; two-thirds for amendments) to prevent procedural challenges during decisions.

Record Adoption Minutes

Document board or shareholder votes in meeting minutes, including motions, votes, and signatures, to establish a clear chain of corporate action.

Plan for Remote Participation

Include provisions permitting remote attendance and electronic voting consistent with applicable state law to support hybrid or remote boards.

Risks from Missing or Defective Bylaws

Loss of Formalities: May erode corporate veil

Banking Delays: Banks may refuse account setup

Internal Disputes: Unclear procedures cause conflicts

Regulatory Scrutiny: Potential compliance questions

Contract Challenges: Authority disputes may affect contracts

Document Gaps: Missing adoption records hinder evidence

Common Preparation Mistakes to Avoid

Using an off-the-shelf template without customizing share classes and voting thresholds leads to governance gaps and later disputes.
Failing to record formal adoption in meeting minutes can make bylaws hard to enforce in legal or banking contexts.
Inconsistent officer or director names across documents creates identity confusion with banks and regulators and may delay transactions.
Ambiguous amendment clauses or notice periods often result in procedural challenges when stakeholders attempt to change governance rules.

Who Typically Signs Adopted Bylaws

Corporate Secretary

The corporate secretary commonly signs or certifies a copy of adopted bylaws and oversees minute book maintenance. This role ensures records are stored and made available to shareholders, lenders, and regulators as needed.

Founder/CEO

Founders or the chief executive often execute an attestation of adoption, particularly at formation. This signature verifies board action and supports later requests from banks and investors for proof of governance.

Real-World Use Cases for a Bylaws Template

Two practical examples show how templates speed formation and reduce ambiguity for ongoing governance.

Start-up Adoption

A three-founder tech start-up used a bylaws template to set director terms and voting rights

Template reduced negotiation time during incorporation
The clear adoption process and recorded minutes helped the company open bank accounts and onboard investors without delay.

Real Estate Holding

A property holding company customized bylaws for manager-managed governance

Added special quorum rules for large capital expenditures
The tailored amendment procedure protected minority owners while enabling efficient project approvals.

eSignature Provider Comparison for Executing Bylaws (signNow First)

Comparison of common eSignature vendors for executing and storing bylaws; signNow listed first per page conventions.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Frequently Asked Questions: Company Bylaws Template

Answers to common questions about creating, signing, and maintaining company bylaws in the United States.

Need help? Contact support

Are bylaws legally required?
Most states do not require bylaws to be filed with the state, but corporations should adopt bylaws to document governance. Adopting bylaws supports corporate formalities and can be critical evidence in disputes over authority and liability.
Who must adopt the bylaws?
Bylaws are typically adopted by the board of directors or by incorporators at formation. The adoption should be recorded in meeting minutes or a written consent to provide a clear record of corporate action.
Can bylaws be signed electronically?
Yes. Electronic signatures are generally legally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and the Uniform Electronic Transactions Act (UETA) in most states. Ensure the eSignature platform captures intent, attribution, consent, and retention to meet legal requirements.
Do bylaws need notarization or witnesses?
Typically no. Bylaws are internal corporate governance documents and do not require notarization or witnesses in most jurisdictions. Check state-specific requirements or lender demands if a notarized certification is requested.
How do I amend the bylaws later?
Follow the amendment procedure in the current bylaws: provide required notice, satisfy voting thresholds, and record the amendment in minutes. Maintain version control and circulate updated copies to directors and stakeholders.
What records should I keep with the bylaws?
Retain the signed bylaws, meeting minutes evidencing adoption, and any subsequent amendments. Keep originals for the active life of the company and at least three additional years; longer retention may be required for tax or industry-specific records.

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