What is the difference between articles of incorporation and bylaws?

Articles of incorporation (also called a certificate of incorporation or corporate charter) are the public formation document filed with the state. Bylaws are the internal rules that govern how the corporation operates. Both are required for a properly formed corporation.

Do bylaws need to be notarized or filed with the state?

Generally, bylaws do not need to be notarized or filed with the state. They are an internal corporate document. However, they should be kept in the corporation's minute book and made available upon request by shareholders, banks, or regulators.

Can a one-person corporation have bylaws?

Yes. A single-person corporation (sole shareholder and sole director) should still adopt bylaws to maintain corporate formalities and protect the corporate liability shield.

How often should bylaws be updated?

Bylaws should be reviewed whenever significant changes occur in the corporation's structure, ownership, or operations. It is good practice to review them annually alongside other corporate governance documents.

Free Corporate Bylaws Template — Fill Out & Download Instantly

Free — No Sign-Up RequiredPDF & WordUpdated April 5, 2026

Corporate bylaws are the internal rules and procedures that govern how a corporation is operated and managed. Required in virtually every U.S.

⚠️ Legal Disclaimer: This template is attorney-reviewed and built to US legal standards. It does not substitute for professional legal advice. For complex situations, we recommend consulting a licensed attorney.

Document Completeness0%

State of Incorporation*

Corporation Name*

Principal Office Address*

Date of Incorporation*

MM/DD/YYYY

Annual Meeting Month*

Shareholder Quorum (%)*

Minimum Number of Directors*

Maximum Number of Directors*

Officer Titles*

Fiscal Year End*

Vote Required to Amend Bylaws*

State of Incorporation*

Corporation Name*

Principal Office Address*

Date of Incorporation*

MM/DD/YYYY

Annual Meeting Month*

Shareholder Quorum (%)*

Minimum Number of Directors*

Maximum Number of Directors*

Officer Titles*

Fiscal Year End*

Vote Required to Amend Bylaws*

State of Incorporation*

Corporation Name*

Principal Office Address*

Date of Incorporation*

MM/DD/YYYY

Annual Meeting Month*

Shareholder Quorum (%)*

Minimum Number of Directors*

Maximum Number of Directors*

Officer Titles*

Fiscal Year End*

Vote Required to Amend Bylaws*

State of Incorporation*

Corporation Name*

Principal Office Address*

Date of Incorporation*

MM/DD/YYYY

Annual Meeting Month*

Shareholder Quorum (%)*

Minimum Number of Directors*

Maximum Number of Directors*

Officer Titles*

Fiscal Year End*

Vote Required to Amend Bylaws*

State of Incorporation*

Corporation Name*

Principal Office Address*

Date of Incorporation*

MM/DD/YYYY

Annual Meeting Month*

Shareholder Quorum (%)*

Minimum Number of Directors*

Maximum Number of Directors*

Officer Titles*

Fiscal Year End*

Vote Required to Amend Bylaws*

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BYLAWS OF [Corporation Name]

A [State of Incorporation] Corporation

ARTICLE I — OFFICES

Section 1.1 — Principal Office. The principal office of [Corporation Name] ("Corporation") shall be located at [Principal Office Address]. The Corporation may also maintain offices at such other places as the Board of Directors may from time to time determine.

Section 1.2 — Registered Agent. The Corporation shall maintain a registered agent in the State of [State of Incorporation] as required by law.

ARTICLE II — SHAREHOLDERS

Section 2.1 — Annual Meeting. The annual meeting of shareholders shall be held in the month of [Annual Meeting Month] of each year, on a date and at a time and place designated by the Board of Directors, for the purpose of electing directors and transacting any other business that may come before the meeting.

Section 2.2 — Special Meetings. Special meetings of shareholders may be called at any time by the Board of Directors, the President, or by holders of not less than ten percent (10%) of all outstanding shares entitled to vote.

Section 2.3 — Notice. Written notice stating the place, day, and hour of any meeting of shareholders and, in the case of a special meeting, the purpose(s) for which the meeting is called shall be delivered not less than ten (10) nor more than sixty (60) days before the meeting date.

Section 2.4 — Quorum. A quorum for the transaction of business at any meeting of shareholders shall consist of holders of [Shareholder Quorum (%)]% of the outstanding shares entitled to vote, represented in person or by proxy.

Section 2.5 — Voting. Each outstanding share of common stock shall be entitled to one vote. Decisions shall be by majority vote of shares present and voting, unless otherwise required by law or these Bylaws.

Section 2.6 — Action Without Meeting. Shareholders may act without a meeting if all shareholders entitled to vote consent in writing to such action.

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 — General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

Section 3.2 — Number and Term. The number of directors shall be not less than [Minimum Number of Directors] nor more than [Maximum Number of Directors]. Directors shall be elected at the annual meeting of shareholders and shall hold office until the next annual meeting and until their successors are elected and qualified.

Section 3.3 — Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as determined by the Board.

Section 3.4 — Special Meetings. Special meetings of the Board may be called by the President or by any two directors, upon not less than three (3) days' notice to each director.

Section 3.5 — Quorum. A majority of the total number of directors shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 3.6 — Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if all directors consent in writing to such action.

Section 3.7 — Compensation. Directors may receive such compensation as the Board shall determine from time to time. Directors may also be reimbursed for reasonable expenses incurred in attending meetings.

ARTICLE IV — OFFICERS

Section 4.1 — Officers. The officers of the Corporation shall be elected by the Board of Directors and shall include: [Officer Titles]. The Board may appoint such other officers as it deems appropriate. One person may hold more than one office.

Section 4.2 — Term. Officers shall hold office at the pleasure of the Board of Directors and until their successors are elected and qualified, or until their earlier resignation or removal.

Section 4.3 — President. The President shall be the chief executive officer of the Corporation, shall preside at all meetings of the shareholders and directors, and shall have general and active management of the business of the Corporation, subject to the direction of the Board.

Section 4.4 — Secretary. The Secretary shall keep the minutes of all meetings of shareholders and directors, shall have custody of the corporate seal, and shall perform all duties incident to the office.

Section 4.5 — Treasurer. The Treasurer shall have custody of all funds and securities of the Corporation, shall keep full and accurate accounts of receipts and disbursements, and shall perform all duties incident to the office of Treasurer.

ARTICLE V — STOCK

Section 5.1 — Issuance. Shares of the Corporation's capital stock shall be issued as authorized in the Articles of Incorporation. The consideration for issuance of shares shall be fixed by the Board of Directors.

Section 5.2 — Stock Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed by the President and Secretary certifying the number of shares owned.

Section 5.3 — Transfer of Stock. Transfer of shares shall be made on the books of the Corporation upon surrender of the certificate and such other documentation as the Corporation may require.

ARTICLE VI — FISCAL YEAR

The fiscal year of the Corporation shall end on [Fiscal Year End] of each year.

ARTICLE VII — INDEMNIFICATION

The Corporation shall indemnify its directors, officers, employees, and agents to the fullest extent permitted by the laws of the State of [State of Incorporation] against any and all liabilities and expenses reasonably incurred by them in connection with or arising from their service to the Corporation, provided such persons acted in good faith and in a manner they reasonably believed to be in the best interests of the Corporation.

ARTICLE VIII — AMENDMENTS

These Bylaws may be altered, amended, or repealed, or new bylaws may be adopted, by [Vote Required to Amend Bylaws] of the shareholders entitled to vote or by [Vote Required to Amend Bylaws] of the Board of Directors, subject to the limitations of the laws of [State of Incorporation].

ARTICLE IX — GOVERNING LAW

These Bylaws shall be governed by and construed in accordance with the laws of the State of [State of Incorporation].

CERTIFICATION

I, the undersigned, hereby certify that I am the duly elected and acting Secretary of [Corporation Name], a [State of Incorporation] corporation, and that the foregoing Bylaws were duly adopted by the Board of Directors effective as of [Date of Incorporation].

_______________________________

Secretary, [Corporation Name]

Date: _______________

Document Completeness0%

State of Incorporation*

Corporation Name*

Principal Office Address*

Date of Incorporation*

MM/DD/YYYY

Annual Meeting Month*

Shareholder Quorum (%)*

Minimum Number of Directors*

Maximum Number of Directors*

Officer Titles*

Fiscal Year End*

Vote Required to Amend Bylaws*

State of Incorporation*

Corporation Name*

Principal Office Address*

Date of Incorporation*

MM/DD/YYYY

Annual Meeting Month*

Shareholder Quorum (%)*

Minimum Number of Directors*

Maximum Number of Directors*

Officer Titles*

Fiscal Year End*

Vote Required to Amend Bylaws*

State of Incorporation*

Corporation Name*

Principal Office Address*

Date of Incorporation*

MM/DD/YYYY

Annual Meeting Month*

Shareholder Quorum (%)*

Minimum Number of Directors*

Maximum Number of Directors*

Officer Titles*

Fiscal Year End*

Vote Required to Amend Bylaws*

State of Incorporation*

Corporation Name*

Principal Office Address*

Date of Incorporation*

MM/DD/YYYY

Annual Meeting Month*

Shareholder Quorum (%)*

Minimum Number of Directors*

Maximum Number of Directors*

Officer Titles*

Fiscal Year End*

Vote Required to Amend Bylaws*

State of Incorporation*

Corporation Name*

Principal Office Address*

Date of Incorporation*

MM/DD/YYYY

Annual Meeting Month*

Shareholder Quorum (%)*

Minimum Number of Directors*

Maximum Number of Directors*

Officer Titles*

Fiscal Year End*

Vote Required to Amend Bylaws*

What Is a Corporate Bylaws?

Corporate bylaws are the internal rules and procedures that govern how a corporation is operated and managed. Required in virtually every U.S. state as part of the corporate formation process, bylaws establish the rules for shareholder meetings, the election and duties of the board of directors, officer roles and responsibilities, quorum requirements, voting procedures, the corporate fiscal year, and the process for amending the bylaws themselves.

When Do You Need It?

Corporate bylaws are needed when a corporation is formed, typically immediately after the articles of incorporation are filed with the state. Bylaws should be adopted at the organizational meeting of the board of directors or incorporators. They should also be updated whenever the corporate structure changes significantly — such as when new classes of stock are issued, the board composition changes, or the corporation's operating model shifts.

What's Included in This Template

Corporation name and principal office address
State of incorporation
Annual and special shareholder meeting rules
Quorum requirements for shareholder meetings
Board of directors composition (minimum and maximum)
Director election procedures and terms
Officer titles and responsibilities
Board meeting notice and quorum requirements
Fiscal year end date
Amendment procedures and required vote thresholds
Indemnification of officers and directors

How to Fill It Out

Enter Corporation Details — Provide the full legal name of the corporation exactly as it appears in the articles of incorporation, the state of incorporation, the date of incorporation, and the principal office address.

Set Meeting Rules — Choose the month for the annual shareholder meeting and set the quorum percentage required for shareholder votes to be valid (common choices are 50% or a simple majority of outstanding shares).

Define Board Composition — Set the minimum and maximum number of directors that may serve on the board. For small corporations, a single director is common. Larger corporations often set a range such as 3–9.

Select Officer Titles — Check the officer titles that will exist in your corporation. At minimum, most corporations require a President and a Secretary. Larger corporations may also have a Treasurer, Vice President, and other officers.

Choose Fiscal Year End — Select the month and day when your corporation's fiscal year ends. December 31 is the most common choice, aligning with the calendar year. Some corporations choose a different fiscal year end for tax or operational reasons.

Set Amendment Vote Threshold — Choose the vote required to amend the bylaws in the future: simple majority (more than 50%), two-thirds supermajority, or unanimous consent. A supermajority or unanimous requirement provides more stability.

Legal Requirements & Notes

Corporate bylaws must comply with the specific corporation laws of the state of incorporation. Some states impose mandatory provisions or minimum requirements (e.g., required officer titles, meeting notice periods). Delaware, Nevada, and Wyoming have particularly corporation-friendly statutes. Consult a business attorney to ensure your bylaws meet your state's requirements and reflect your corporation's actual governance structure. These bylaws are an internal document and typically do not need to be filed with the state.

Frequently Asked Questions

Most states require corporations to adopt bylaws, though the specific requirements vary. Even in states where bylaws are not strictly mandated, they are essential for proper corporate governance, banking relationships, and investor confidence.

Free Corporate Bylaws Template — Fill Out & Download Instantly

ARTICLE I — OFFICES

ARTICLE II — SHAREHOLDERS

ARTICLE III — BOARD OF DIRECTORS

ARTICLE IV — OFFICERS

ARTICLE V — STOCK

ARTICLE VI — FISCAL YEAR

ARTICLE VII — INDEMNIFICATION

ARTICLE VIII — AMENDMENTS

ARTICLE IX — GOVERNING LAW

CERTIFICATION

What Is a Corporate Bylaws?

When Do You Need It?

What's Included in This Template

How to Fill It Out

Legal Requirements & Notes

Frequently Asked Questions

Related Templates

Articles of Incorporation

LLC Operating Agreement

Shareholder Agreement Template