What Is Included in Georgia Bylaws?
Your bylaws should cover your Georgia corporation’s policies for every major issue you’ll have to deal with, including finances and management. You’re free to include anything in your bylaws that isn’t contrary to Georgia law or the Articles of Incorporation, but your bylaws should definitely cover at least these subjects:
- Meetings
- Stock
- Directors and officers
- Finances
- Records
- Amendments and emergencies
What Information Do I Need to Use Northwest’s Free Georgia 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 Georgia 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 Georgia?
Adopting bylaws is a necessary step toward becoming a legitimate Georgia corporation. Here are a few reasons why:
1. Corporate bylaws are legally required in Georgia.
Georgia code § 14-2-206 (2021) requires the incorporators or board of directors to adopt bylaws. The board of directors usually adopts initial bylaws at the first organizational meeting.
2. Corporate bylaws establish the rules and roles within your corporation.
Your corporate bylaws determine your company’s rules, protocols, and management structure, including how many directors and officers you’ll have and what their powers and responsibilities will be. The bylaws establish rules for voting, where you’ll hold board and shareholder meetings and how often.
If directors or shareholders in your corporation can’t agree on how to proceed, you can consult your bylaws to make sure your decision aligns with company policy.
3. Corporate bylaws prove that your business is a legitimate corporation.
Your corporate bylaws show banks, landlords, and potential investors that they can trust your business. Banks won’t let you open a corporate bank account until you show them your bylaws. Potential investors will want to look over your bylaws to make sure your company follows responsible protocols.
If your corporation is ever sued, having strong corporate bylaws could help reinforce your limited liability protection. By following the protocols outlined in your bylaws, you help to show that your corporation is a distinct legal entity with its own rules.
Who Prepares the Bylaws?
In most cases, the board of directors prepares and adopts the bylaws at the first organizational meeting, often with counsel from an attorney. Our free, attorney-drafted Georgia corporate bylaws template can help you get started.
Are Corporate Bylaws Legally Binding?
Yes. Directors, officers, and shareholders have a legal responsibility to abide by corporate bylaws. Infringing on your bylaws could lead to your corporation losing its limited liability status.
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 aren’t filed with the Georgia Corporations Division. They are internal documents you should keep on record with your business’s other important documents, such as your meetings minutes.
No, but Northwest recommends it. It’s possible for a board of directors to adopt bylaws without getting any signatures, but it’s a good practice to have all directors and officers sign your bylaws to demonstrate a shared commitment to upholding company policies.
GA code § 14-2-1020 (2021) gives some rules for amending corporate bylaws, but for the most part, the rules for amending bylaws will be covered in the bylaws themselves.
For example, bylaws usually define the minimum number of shareholders needed for a vote (called the quorum) in order to pass an amendment.