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California Corporate Bylaws

California corporate bylaws are the agreed-upon rules for your corporation’s operations. Bylaws create an organizational structure for your company and outline policies for appointing directors and officers, holding shareholder and board meetings, and handling conflicts of interest, among other issues.

Strong corporate bylaws are important, which is why we at Northwest offer a free, attorney-drafted template you can use to create corporate bylaws that suit your business. Use our template to fill out, save, and print your corporate bylaws for free.

What Is Included in California Corporate Bylaws?

Corporate bylaws can include anything (within the law) not already covered by California’s statutes. But strong bylaws are essential, and should include information about:

  • Meetings
  • Stock
  • Directors and officers
  • Finances
  • Records
  • Amendments and emergencies

What Information Do I Need to Use Northwest’s Free California Corporate Bylaws?

Want to focus on your business and leave the heavy lifting to us? Our lawyers drafted a comprehensive corporate bylaws template you can use for free. You can even fill it out on this page, save it in a free account for later, and download a completed draft to sign.

In order to fill out our free corporate bylaws template, you’ll need your:

This must be your business’ legal entity name, or the name you put on your California Articles of Incorporation.

List when (date and time) you will hold annual meetings for shareholders.

Once your board of directors have approved the bylaws for the corporation, fill in the date.

The director signs the bylaws to approve them on behalf of the board of directors.

Expect to also maintain up-to-date lists of all shareholders and directors.

Why Do Corporate Bylaws Matter in California?

Unlike your California Articles of Incorporation, California corporate bylaws are not filed with the Secretary of State. However, they are legally recognized and no less important than any public document. Here’s why:

1. Corporate bylaws establish the rules and rules within your corporation.

Having a blueprint for your corporation’s big picture situations and procedures will help prevent any disagreements that might disrupt the flow of operations. This is especially important given the fact that your corporate bylaws determine some of the most critical aspects of your corporation, like your board of directors, shareholders’ meetings, stocks and even record-keeping procedures.

2. Corporate bylaws prove that your business is a legitimate corporation.

Not only does having bylaws signals to others that you run a legitimate business—banks, land lords and potential investors will probably ask to see your bylaws before doing business with you. Plus, if you’re facing a lawsuit, your corporate bylaws will help reinforce your limited liability status.

Does California Require Corporate Bylaws?

No. The California Corporations Code does not explicitly state that corporations must have corporate bylaws. However, the necessity of bylaws is implied in several places, including CA Corp Code § 213, which requires corporations to keep a copy of their bylaws on file at their principal executive office. There’s also the fact that if you don’t list the number of directors in your Articles of Incorporation, you’re legally required to list that information in your bylaws (see California Corp Code § 212). The bottom line: corporate bylaws are not legally required, but they’re pretty much essential for your corporation.

Who Prepares the Bylaws?

Usually, the board of directors adopts bylaws during the first organizational meeting. While it’s a good idea to consult with a lawyer before finalizing your bylaws, you can use our free, California Corporate Bylaws template to help get you started.

Are Corporate Bylaws Legally Binding?

Yes. Your California corporate bylaws are official legal documents, which means you can use them in a court of law to prove your limited liability status or show how your corporation functions. It also means you could face legal consequences if you violate your bylaws.

FAQs

No. The operating agreement is a legal document that outlines the rules for how the owners of an LLC interact. Bylaws, on the other hand, establish the rules for running a corporation and managing its internal affairs.

No. Your corporate bylaws are internal documents, which means they should be kept on file with your business records.

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 about how your corporation will function.

California’s statutes (see CA Corp Code § 211-212) provide some rules for amending bylaws, but for the most part, corporations establish the procedures for amending bylaws in the bylaws themselves.

For example, corporate bylaws could change the terms of a quorum (the minimum number of board members need to hold an official meeting), or prevent board members from adopting, amending or repealing any bylaws at all.

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