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Louisiana Corporate Bylaws

Corporate bylaws are the rules that govern your Louisiana corporation. Your bylaws create an organizational structure for your company, and a solid set of bylaws should outline policies for appointing directors and officers, holding shareholder and board meetings, handling conflicts of interest, among other issues.

While your Louisiana Articles of Incorporation are submitted to the state, but your corporate bylaws are internal documents that don’t need to be filed. They should be kept on hand in the event of a disagreement or lawsuit. If you’re not sure how to craft your own bylaws, Northwest can help. Our free, attorney-drafted corporate bylaws template can be filled out right on our website, saved, downloaded, printed, and signed when you’re ready.

What Is Included in Louisiana Corporate Bylaws?

Corporate bylaws can include anything (within the law) not already covered by Louisiana’s corporate statutes. Remember, 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 Louisiana Corporate Bylaws?

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 Louisiana Articles of Incorporation.

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

Once your bylaws have been approved by your board of directors, 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 Louisiana?

Unlike your Louisiana Articles of Incorporation, corporate bylaws are not filed with the Louisiana Commercial Division, but they are legally recognized and no less important than any public document. Here’s why:

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

Your corporate bylaws determine important aspects of your corporate structure, like your board of directors, shareholders’ meetings, stocks and even record-keeping procedures. Having rules helps mitigate any disagreements that might otherwise disrupt the flow of operations.

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

Adopting corporate bylaws signals to others that your corporation is the real deal. Banks, landlords, and potential investors will want to see your bylaws before doing business with you. And if you’re facing a lawsuit, your corporate bylaws will help reinforce your limited liability status.

Does Louisiana Require Corporate Bylaws?

No. According to Louisiana Revised Statute § 12:1-206, corporations MAY adopt corporate bylaws, so bylaws are not legally required for Louisiana corporations. However, bylaws are pretty much essential for a well-functioning corporation.

Who Prepares the Bylaws?

Bylaws are adopted by your directors or—if directors have not yet been named—your incorporator or incorporators at your first organizational meeting. While it’s a good idea to consult with a lawyer before finalizing your bylaws, you can use our free Louisiana Corporate Bylaws template to help get you started.

Are Corporate Bylaws Legally Binding?

Yes, your Louisiana corporate bylaws are official legal documents. This means you can use them in a court of law to prove your limited liability status—it also means that violating your bylaws could lead to some gnarly legal consequences.

FAQs

No. Operating agreements are for LLCs, bylaws are for corporations.

No. Your corporate bylaws are internal documents, which means you should keep them filed with your business records.

Technically, no—Louisiana statutes do not explicitly state that bylaws need to be signed. However, including the names and signatures of all board members and officers adds to your corporation’s legitimacy.

Louisiana Revised Statutes § 12:1-1020-1021 provide some rules for amending bylaws, but corporations may also establish the procedures for amending bylaws in their articles and in the bylaws themselves. For example, a bylaw could increase a quorum (the number of directors needed to make a meeting official) or change voting requirements for the board of directors.

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