What Is Included in Connecticut Bylaws?
Connecticut 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 Connecticut law or your Certificate of Incorporation, but you should definitely cover the following topics:
- Meetings
- Stock
- Directors and officers
- Finances
- Records
- Amendments and emergencies
What Information Do I Need to Use Northwest’s Free Connecticut 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 Connecticut 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 Connecticut?
Every legitimate Connecticut corporation needs to adopt bylaws. Here are a few reasons why.
1. Corporate bylaws are legally required in Connecticut.
According to Connecticut Gen Stat § 33-640, the incorporators or board of directors will adopt initial bylaws. Most of the time, the board of directors adopts bylaws at the first organizational meeting.
2. Corporate bylaws establish the rules and roles within your corporation.
Your bylaws formalize the structure and rules of your corporation, including how many directors and officers you’ll have and what powers they will 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.
3. Corporate bylaws prove that your business is a legitimate corporation.
Adopting bylaws shows that your corporation is a valid business. 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 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.
Who Prepares the Bylaws?
Usually the board of directors prepares and adopts the bylaws at the first organizational meeting. Northwest can help you get started with our free, attorney-drafted Connecticut corporate bylaws template.
Are Corporate Bylaws Legally Binding?
Yes. Corporate bylaws are legally binding for all directors, officers, and shareholders. Violating corporate bylaws could put your limited liability in jeopardy.
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. Connecticut corporate bylaws are internal documents that aren’t filed with the Secretary of State’s office. Instead, you’ll keep your bylaws on record with your meetings minutes, resolutions, and other important documents.
Technically, no. Corporations can legally adopt bylaws without anyone signing them. However, at Northwest we recommend that all directors and officers sign your bylaws, to make it clear that everyone in your corporation is on board with your policies.
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 (called the “quorum”) to approve an amendment.
According to CT Gen Stat § 33-807, shareholders may amend bylaws, and the board of directors can also amend bylaws, unless the Certificate of Incorporation states that only shareholders have the power to amend them.