What Is Included in New York Corporate Bylaws?
Your New York corporate bylaws should cover all business operations the corporation deals with or is likely to do so in the future, such as how it handles finances, its management structure, and other important matters — up to and including dissolution, in the event it becomes necessary. Per NY Bus Corp L § 601, bylaws may include any rules for your corporation that isn’t inconsistent with state statutes or the company’s certificate of incorporation. Here are some things 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 New York Corporate Bylaws?
Rather stay focused on running your business and leave the heavy lifting to us? 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 York Certificate 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 York?
All New York corporations need solid bylaws. Here are a few reasons why they’re so important:
1. Corporate bylaws are legally required in New York.
Under NY Bus Corp L § 601, corporate bylaws “shall be adopted” by a company’s incorporators. That means that in New York, you’ll need to adopt bylaws to comply with the law.
2. Corporate bylaws establish the rules and roles within your corporation.
Your corporate bylaws determine the process for appointing your board of directors, holding shareholders’ meetings, issuing stock, and even keeping internal records—some of the most important aspects of your business. Without bylaws to refer to, disputes and disagreements are much harder to solve.
3. Corporate bylaws prove that your business is a legitimate corporation.
Bylaws lay the foundation for your business, showing others your business has a solid footing. Banks, landlords, and potential investors will want to see your bylaws before doing business with you. Bylaws also help shore up your corporation’s limited liability status if—heaven forbid—you ever face a lawsuit.
Who Prepares the Bylaws?
New York statutes require bylaws to be prepared by the company’s incorporators at the initial organizational meeting. While it’s a good idea to consult with a lawyer before finalizing your bylaws, you can use our free, New York Corporate Bylines template to help get you started.
Are Corporate Bylaws Legally Binding?
Yes. Your New York corporate bylaws are official legal documents. This means that—should you ever face a lawsuit—you can use your corporate bylaws to prove your limited liability status. It also means that you could face legal ramifications if you don’t follow your bylaws.
FAQs
No. Operating agreements are rules specific to LLCs, covering how owners of those businesses interact. While there are some similarities, bylaws are a distinct type of document that sets the rules of a corporation and how it manages internal affairs.
No. Corporate bylaws are not filed with the New York Department of State. Keep your bylaws on file with your other business records.
No, but you’ll want to make sure your bylaws are signed, even though New York statutes don’t explicitly require bylaws to be signed. Having bylaws signed by your officers and directors shows that everyone in your corporation is on the same page.
New York’s statutes provide some rules for amending bylaws, but for the most part, corporations establish the procedures for amending bylaws in their Certificate of Incorporation and in the bylaws themselves.