What Is Included in New Hampshire Corporate Bylaws?
Your New Hampshire corporation’s bylaws should cover all operating situations your business could experience: the way finances are handled and distributed, the corporation’s management structure, and any other important matters — even how the corporation will be dissolved, if that should become necessary. N.H. Rev. Stat. § 293-A:2.06 says bylaws “may contain any provision that is not inconsistent with law or the articles of incorporation,” but there are a few topics any strong corporate bylaws should cover:
- Meetings
- Stock
- Directors and officers
- Finances
- Records
- Amendments and emergencies
What Information Do I Need to Use Northwest’s Free New Hampshire Corporate Bylaws?
If you’d rather focus on running your business, we can do the heavy lifting for your bylaws! 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 New Hampshire 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 New Hampshire?
Even though bylaws are internal documents you don’t have to file with the New Hampshire Corporations Division, they have a lot of legal weight, affecting your corporation in significant ways:
1. Corporate bylaws are legally required in New Hampshire.
Per N.H. Rev. Stat. § 293-A:2.06, “the incorporators or board of directors of a corporation shall adopt initial bylaws.” So to stay on the right side of the law, you need corporate bylaws. Usually, bylaws are adopted at the first organizational meeting.
2. Corporate bylaws establish the rules and roles within your corporation.
Corporations are complex entities. To run yours effectively, you need to establish its rules and processes—procedures for voting on decisions, when and where shareholder and board meetings will be held, and how you’ll settle disputes, among other things. Bylaws are also where you decide how many officers and directors you’ll appoint.
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. Strong bylaws also help prove your limited liability status in court.
Who Prepares the Bylaws?
In New Hampshire, either the incorporators or the board of directors prepare corporate bylaws, typically under the guidance of a lawyer. You can use our free New Hampshire Corporate Bylaws template to get started with yours.
Are Corporate Bylaws Legally Binding?
Yes. Bylaws are a legally binding contract that your directors, officers, and shareholders agree to follow. An officer or director caught violating bylaws could be removed from office or face other legal consequences. Bylaws hold up in court and can be used to enforce a decision.
FAQs
No. Bylaws establish the rules for running a corporation and managing its internal affairs. Operating agreements are a legal document outlining rules for how an LLC’s ownership interacts.
No. Corporate bylaws are internal documents, so you should keep them with your company’s records instead of submitting them to the New Hampshire Corporations Division.
Not technically. However, having your officers and directors sign your bylaws is standard practice and shows that your corporation is unified in agreement, lending it legitimacy.
You determine how your corporate bylaws can be amended in the bylaws themselves. For example, your bylaws could rule that only shareholders will have the power to make an amendment, not directors—or the other way around. Bylaws can also define the number of people who must be present to vote on an amendment, or the percentage of votes needed to pass an amendment.