What Is Included in Maine Corporate Bylaws?
Maine corporate bylaws should outline your policies for all important issues, including finances and management. Technically, you can include any rules in your bylaws, as long as they’re not contrary to your Articles of Incorporation or Maine law. 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 Maine Corporate Bylaws?
Focus on your budding business and leave the heavy lifting to us! Our lawyers drafted a comprehensive corporate bylaws template you can use, totally 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 Maine Articles of Incorporation.
List a specific date and time when you will hold annual corporate 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 Maine?
Every legitimate corporation needs bylaws. Here’s why.
1. Corporate bylaws are legally required in Maine.
Per 13-C ME Rev Stat § 206 (2019), the incorporators or board of directors of a Maine corporation must adopt initial bylaws. Usually the bylaws are adopted at the corporation’s first organizational meeting.
2. Corporate bylaws establish the rules and roles within your corporation.
Your corporate bylaws put the rules and structure of your corporation into writing, including the number of directors and officers you have and what their powers are. They also establish voting procedures and when and where meetings for shareholders and directors will be held.
If there is ever a dispute between members of your corporation, you’ll refer to the rules in your bylaws to resolve the issue.
3. Corporate bylaws prove that your business is a legitimate corporation.
Adopting corporate bylaws shows potential investors, banks, and landlords that your corporation is aboveboard and adheres to rules and protocols. Banks will require you to show your bylaws in order to open a corporate bank account.
Crucially, if your corporation is ever sued, your bylaws can help you maintain your limited liability protection. Following the rules and processes in your corporate bylaws helps you show that your corporation is a separate legal entity with limited liability status.
Who Prepares the Bylaws?
Corporate bylaws are prepared by the board of directors. Since bylaws are complicated and full of legal jargon, corporations often consult an attorney before they finalize their initial bylaws. Northwest offers a free, attorney-drafted corporate bylaws template customized for Maine corporations to help you get started.
Are Corporate Bylaws Legally Binding?
Yes. Corporate bylaws are legally binding for shareholders, board members, and officers. Violating the corporate bylaws can 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. Corporate bylaws are internal documents that are not filed with the Maine Secretary of State. Your bylaws should be kept on record with your corporation’s other internal documents, including meeting minutes and resolutions.
Technically, no. A board of directors could adopt bylaws without signing them. However, including the signatures of all board members and officers helps you demonstrate that all members of your corporation are in agreement.
Corporations will usually establish the process for amending bylaws in the bylaws themselves. For example, corporations usually specify how many votes are needed to approve an amendment in their bylaws.
Per state law (13-C ME Rev Stat § 1020 (2019)), shareholders for Maine corporations can amend bylaws. The statute says that the board of directors can also amend bylaws unless the Articles of Incorporation or the bylaws themselves say that only shareholders have the power to do so.