What Is Included in Nebraska Corporate Bylaws?
Your Nebraska corporate bylaws should cover any operating concerns your business deals with or could experience in the future: how it will handle money, management structure, and other important matters — even dissolution, if necessary. NE Rev. Stat. § 21-224 states bylaws can incorporate any rules for your corporation that isn’t inconsistent with state law or the Articles of Incorporation. Here are some topics that any strong corporate bylaws should include:
- Meetings
- Stock
- Directors and officers
- Finances
- Records
- Amendments and emergencies
What Information Do I Need to Use Northwest’s Free Nebraska Corporate Bylaws?
Keep focused on running your business and let us do the heavy lifting! Our lawyer-drafted, comprehensive corporate bylaws template lets you fill out your bylaws right on this page. You can save it for later with a free account, then 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 Nebraska 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.
You should also expect to maintain current lists of all shareholders and directors.
Why Do Corporate Bylaws Matter in Nebraska?
All Nebraska corporations need solid bylaws. Here are a few reasons why they’re so important:
1. Corporate bylaws are legally required in Nebraska.
Under NE Rev. Stat. § 21-224, the incorporators or board of directors of a new corporation must adopt initial bylaws. That makes bylaws legally mandatory.
2. Corporate bylaws establish the rules and roles within your corporation.
Corporations are complex entities, and in order to run yours effectively, you must first establish clear rules and processes—things like how you will vote on amendments, how many officers and directors you’ll have, and where you will hold board and shareholder meetings. If there’s ever a dispute within your corporation, your bylaws can help you settle it fairly.
3. Corporate bylaws prove that your business is a legitimate corporation.
Bylaws show that your corporation is organized and follows the law. Banks, landlords, and potential investors will want to see your bylaws to make sure they can trust you.
Who Prepares the Bylaws?
Nebraska corporate bylaws are prepared either by the incorporators or the board of directors, often with the assistance of an attorney. You can use our free Nebraska Corporate Bylaws template to help get you started.
Are Corporate Bylaws Legally Binding?
Yes. Corporate bylaws are a legal contract between the officers, directors, and shareholders of your corporation, and disregarding that contract can lead to legal consequences. Directors or officers who violate corporate bylaws can be removed from office. In court, your bylaws can help you prove that your corporation follows its own rules, which can reinforce your limited liability protection.
FAQs
No. Corporate bylaws are the rules for how your corporation will be run, and operating agreements are rules for LLCs. Similar ideas, but different entities.
No. Corporate bylaws are internal documents, so they are not filed with the Nebraska Secretary of State. You should keep your bylaws with your business records.
No, but it’s a good idea. While bylaws aren’t legally required to be signed, having your officers and directors sign them shows that everyone in your corporation is on the same page.
You should set the rules for how your corporation will amend bylaws in the bylaws themselves. For example, you can determine in your bylaws whether the shareholders, the directors, or both will have the power to amend bylaws. You can also decide how many votes are needed to pass an amendment.