What Is Included in Missouri Corporate Bylaws?
Your Missouri corporate bylaws should include policies and procedures for handling finances, management, and other important matters. Under Missouri Revised Statute § 351.290, bylaws can include any rules for regulation and management of your corporation that don’t contradict Missouri law or your Articles of Incorporation. Here are the topics that all corporate bylaws should cover:
- Meetings
- Stock
- Directors and officers
- Finances
- Records
- Amendments and emergencies
What Information Do I Need to Use Northwest’s Free Missouri Corporate Bylaws?
Focus on your business and leave the heavy lifting to us! Our lawyer-drafted, comprehensive corporate bylaws template allows you to fill out your bylaws, right here on this page. Save it in a free account for later, and download a completed draft to sign whenever you’re ready.
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 Missouri 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 Missouri?
Having defined bylaws in writing is crucial for any legitimate Missouri corporation. Here are a few reasons why your corporation should have them:
1. Corporate bylaws establish the rules and roles within your corporation.
Corporate bylaws establish the rules and structure of your corporation. They determine the number of directors and officers you will have and what their powers are. Bylaws also set when and where you’ll hold board and shareholder meetings and how voting will take place.
Since your bylaws document all of your corporation’s rules, you can consult them when there is a dispute between board members or shareholders.
2. Corporate bylaws prove that your business is a legitimate corporation.
Adopting corporate bylaws shows others that your corporation is on the up-and-up. Potential investors and landlords will want to see your bylaws to make sure your corporation is operating legitimately. You’ll also need to show your bylaws to open a corporate bank account. And if you should face a lawsuit, your corporate bylaws will help prove your limited liability status.
Does Missouri Require Corporate Bylaws?
No. Missouri Revised Statute § 351.290 contains plenty of rules for making, amending and repealing bylaws, but doesn’t explicitly require a corporation to have them. However, bylaws are basically essential for a functional 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. Since corporate bylaws are complex documents with a lot of legal weight, corporations often consult a lawyer before finalizing bylaws. You can use our free Missouri Corporate Bylaws template to help get you started.
Are Corporate Bylaws Legally Binding?
Yes. All shareholders, board members, and officers are legally bound to follow the corporate bylaws. Going against the rules in your bylaws could lead to your corporation losing its limited liability status.
FAQs
No. Bylaws are for corporations, operating agreements are documents used by LLCs.
No. Corporate bylaws are not filed with the Missouri Secretary of State. Your bylaws are internal documents that should be kept with your corporation’s other documents, such as meeting minutes, resolutions and other records.
Technically, no. A board of directors can adopt bylaws without signing, but including the signatures of all board members and officers proves everyone in your corporation agreed to your rules and procedures.
In Missouri, the power to make, alter, amend or repeal bylaws is automatically held by the corporation’s shareholders. However, the amendment process can be modified in a corporation’s Articles of Incorporation or in the bylaws themselves. For example, Missouri Revised Statute § 351.290 also states that articles may give voting rights to the board of directors.