What Is Included in North Carolina Corporate Bylaws?
The bylaws of your North Carolina corporation should have policies and guidelines for any situation the business could likely find itself dealing with: the handling of finances and distribution of revenue, corporate management structure, and any other important matters — even how to dissolve the corporation, should that become necessary. Under North Carolina Stat § 55-2-06, bylaws may include any provisions consistent with the law or the corporation’s articles of incorporation, but some things should be included in any good set of corporate bylaws:
- Meetings
- Stock
- Directors and officers
- Finances
- Records
- Amendments and emergencies
What Information Do I Need to Use Northwest’s Free North Carolina Corporate Bylaws?
Would you prefer to focus on your business? Leave the heavy lifting of creating your bylaws 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 North Carolina 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 North Carolina?
Corporations are more complex than other business types, so it’s especially important that all of your North Carolina corporation’s policies and roles are clearly documented in its bylaws. Here are some reasons why:
1. Corporate bylaws are legally required in North Carolina.
NC Gen. Stat. § 55-2-06 requires a corporation’s incorporators or board of directors to adopt initial bylaws. The law doesn’t specify when bylaws must be adopted, but this usually happens at the first organizational meeting.
2. Corporate bylaws establish the rules and roles within your corporation.
Bylaws dictate what powers your officers and directors have, who can make amendments, and how voting works. Without corporate bylaws, you won’t be able to legitimately hold a shareholder meeting or take a binding vote. Corporate bylaws are also essential for resolving internal disputes and handling emergencies.
3. Corporate bylaws prove that your business is a legitimate corporation.
Corporate bylaws show people that your business is following well-defined rules and processes, which is important for maintaining limited liability. You’ll need corporate bylaws to open a company bank account, rent or buy property for your business, and win over potential investors.
Who Prepares the Bylaws?
Incorporators or directors prepare initial corporate bylaws, often with help from an attorney. You can use our free North Carolina Corporate Bylaws template to get yours started.
Are Corporate Bylaws Legally Binding?
Yes. Corporate bylaws are effectively a legal contract agreed on by everyone in your corporation. Officers or directors who violate corporate bylaws can be removed from their positions or face other consequences, and a corporation that breaks the rules of their bylaws may lose its limited liability status.
FAQs
No. While the two types of documents have similarities, bylaws establish the rules for running a corporation and managing its internal affairs, and an operating agreement outlines how owners of an LLC will interact.
No, you don’t need to file your corporate bylaws with the North Carolina Business Registration Division. Bylaws are an internal document you’ll keep with your corporation’s other important records, like meeting minutes and resolutions.
No, but we do encourage it. Having your officers and directors sign your bylaws shows professionalism, and is proof that everyone in your corporation pledges to follow your policies.
The process of amending bylaws is usually outlined in the bylaws themselves. For example, under NC Gen. Stat. § 55-7-25, shareholders may adopt a bylaw redefining the quorum (the number of voters who must be present in order for an official vote to take place).