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Michigan Corporate Bylaws

Corporate bylaws establish the rules, procedures, and organizational structure of your corporation, dictating how decisions are made and who gets to make them. Your Michigan corporate bylaws should include policies for appointing directors and officers, holding shareholder and board meetings, and handling conflicts of interest, among other key procedures.

Unlike the Michigan Articles of Incorporation, your corporate bylaws are internal documents that do not need to be filed with Michigan’s Secretary of State. However, every Michigan corporation is required to have bylaws. Creating corporate bylaws can be daunting, which is why Northwest provides a free corporate bylaws template that has been drafted by an attorney and is customized for Michigan corporations. You can fill out, save your progress, and download the template at your leisure.

What Is Included in Michigan Corporate Bylaws?

Your corporate bylaws can include anything not already covered by Michigan law. Strong bylaws should at the very least address the following topics:

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

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

Want to focus on your business and leave the paperwork 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 Articles of Incorporation.

List a 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 Michigan?

Even though you won’t file your corporate bylaws with the Michigan Department of Licensing and Regulatory Affairs—like you will your Michigan Articles of Incorporation—bylaws are no less important. Here’s why:

1. Corporate bylaws are required in Michigan.

According to MI Comp L § 450.1231, “the initial bylaws of a corporation shall be adopted” at the first organizational meeting following incorporation. In other words, bylaws are legally necessary to form a corporation in Michigan.

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

Rules are essential for any business. Within a corporation, you’ll need to create a framework for appointing directors, holding shareholder meetings, taking votes, keeping records, and even for eventually dissolving the business—should the time come. Adopting rules and defining roles clearly can help head off miscommunication and conflict.

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

Corporate bylaws are official legal documents. In most case, banks, landlords and investors will ask to see your bylaws before doing business with you.

Who Prepares the Bylaws?

Initial bylaws may be adopted by your incorporator(s) or your board of directors—usually at your first organizational meeting. Either way, it’s a good idea to consult with a lawyer before finalizing your bylaws—you can also use our free Michigan Corporate Bylaws template.

Are Corporate Bylaws Legally Binding?

Yes, your corporate bylaws are official legal documents, which means that if you ever get sued you can use your bylaws to reinforce your limited liability status. On the other hand, if you fail to follow your bylaws, you could face adverse legal action.

FAQs

No. An 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. This means you’ll keep them filed with your own corporate documents.

While it’s not technically required, signing bylaws is standard practice. Including signatures from leadership at your company helps to legitimize your bylaws.

According to MI Comp L § 450.1231, the board of directors or the shareholders MAY have the power to amend or repeal bylaws. However, how your corporation makes changes to your bylaws is typically specified within the articles or within the bylaws themselves.

For example, articles or bylaws may specify that the power to amend bylaws be reserved exclusively for shareholders. And MI Comp L § 450.1415 and MI Comp L § 450.1523 allow for articles or bylaws to change the terms of a quorum (the minimum number of folks required to be present for a vote) for shareholders meetings and meetings of the board of directors, respectively.

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