What Is Included in North Dakota Corporate Bylaws?
Your North Dakota corporate bylaws should account for any situation your business deals with or could realistically experience in the future: plans for financial distribution, the structure of management, and anything important that may otherwise come up — even dissolving the corporation, if it becomes necessary. While ND Century Code § 10-19.1-31 says bylaws can incorporate any rules that aren’t inconsistent with the law or the corporation’s own articles of incorporation, there are certain things 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 North Dakota Corporate Bylaws?
Focus on your business, 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 North Dakota 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 Dakota?
Lots of things can go wrong when running a corporation, but solid corporate bylaws make you better prepared to handle worst-case scenarios like disputes and dissolution (while also helping prevent such situations from occurring). Here are a few reasons you should adopt corporate bylaws
1. Corporate bylaws establish the rules and roles within your corporation.
Without corporate bylaws, your corporation is governed by North Dakota’s default corporate organization rules, which might not suit your business. With your own bylaws, you can set up a structure designed to fit your corporation’s needs. And when you need to settle disputes within your corporation, you can consult your bylaws to reach a resolution.
2. Corporate bylaws prove that your business is a legitimate corporation.
It’s important to show that your company is professional, well-organized, and transparent about its business practices. Potential investors, banks, and landlords will want to see your bylaws to make sure that they can trust you.
Does North Dakota Require Corporate Bylaws?
No. Under ND Century Code § 10-19.1-31, North Dakota corporations are not obligated to have corporate bylaws. However, it is standard practice for corporations to adopt bylaws, and they are typically required to open a corporate bank account. Plus, in the event of a lawsuit, your bylaws help you demonstrate that your corporation has been following protocols, which reinforces your limited liability protection.
Who Prepares the Bylaws?
North Dakota bylaws are prepared by a corporation’s board of directors or incorporators, usually at the first organizational meeting. Many corporations consult an attorney before finalizing their bylaws. You can use our free North Dakota Corporate Bylaws template to help get you started.
Are Corporate Bylaws Legally Binding?
Yes. Bylaws are legally binding documents that hold up in court. If your corporation is found to have violated its bylaws, you risk losing your limited liability status or facing other legal consequences.
FAQs
No. They have some things in common, but bylaws are the organizing documents for corporations, while operating agreements apply to LLCs,
No. Corporate bylaws are internal documents you won’t file with the North Dakota Secretary of State. Your bylaws should be kept on record with your business’s other important records like meeting minutes and resolutions.
Not officially, but it’s standard practice to sign them. Having your officers and directors sign your bylaws lends them legitimacy and shows that everyone in your corporation is on board with its policies.
You will set the rules for amending bylaws in your articles of incorporation or in the bylaws themselves. For example, your articles or bylaws may specify whether or not shareholders have the power to amend bylaws adopted by the board. Your bylaws can also set the number of voters who must be present for an official vote to take place (called the quorum).