What Is Included in Virginia Corporate Bylaws?
VA Code § 13.1-624 (2019) provides some guidance for what corporate bylaws may include, but you’re free to include any rule for your corporation that is consistent with your articles of incorporation and the law. However, corporate bylaws should always address the following topics:
- Meetings
- Stock
- Directors and officers
- Finances
- Records
- Amendments and emergencies
What Information Do I Need to Use Northwest’s Free Virginia Corporate Bylaws?
Focus on your business and leave the paperwork to us! Our lawyers drafted a comprehensive Virginia-specific 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 Virginia corporation’s formation documents that you submitted to the state.
List a date and time that you plan to 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 up-to-date lists of all shareholders and directors.
Why Do Corporate Bylaws Matter in Virginia?
If you don’t adopt corporate bylaws, your business could face some icky legal consequences. Here’s why bylaws are essential for Virginia corporations.
1. Corporate bylaws are legally required in Virginia.
Per VA Code § 13.1-624 (2019), the incorporators or directors of a corporation must adopt initial bylaws. The law doesn’t specify when bylaws must be adopted, but usually this happens at the organizational meeting.
2. Corporate bylaws establish the rules and roles within your corporation.
It’s stressful to be part of an organization where no one knows who’s in charge. Bylaws make it clear what powers your directors, shareholders, and officers have. For example, your bylaws can state that only shareholders have the power to amend and appeal certain policies. Bylaws also establish basic processes like holding meetings and voting. If you run into conflict, it’s better to settle it internally with the help of your bylaws than to battle it out in a courtroom.
3. Corporate bylaws prove that your business is a legitimate corporation.
Legally sound bylaws show that your corporation is professional and follows the law. Banks, investors, and other business associates will want to look through your bylaws to make sure they can trust you. If your corporation is ever sued—knock on wood—strong corporate bylaws demonstrate that your business is a distinct legal entity following consistent rules, which can help to safeguard your liability protection.
Who Prepares the Bylaws?
According to VA Code § 13.1-623 (2019), Virginia corporate bylaws can be prepared by the incorporators or board of directors of a corporation. It’s a good idea to consult a legal expert before finalizing your bylaws, but our attorney-drafted corporate bylaws template can be used as a foundation.
Are Corporate Bylaws Legally Binding?
Yes. Corporate bylaws are essentially a legal contract that holds up in court. If your officers or directors violate the rules in your bylaws, they can be removed from office. Violating corporate bylaws can also jeopardize a corporation’s asset protection or have other negative legal consequences.
FAQs
No. The operating agreement is a legal document that outlines the rules for how the owners of an LLC interact. Bylaws, on the other hand, establish the rules for running a corporation and managing its internal affairs.
No. Even though corporate bylaws are required in Virginia, you don’t need to submit them to the State Corporation Commission. Instead, you should keep them on record at your business so that you can consult them when you need to.
No, bylaws aren’t required to have signatures. However, it’s not a bad idea to have your officers and directors sign your bylaws, to confirm that they agree to your policies.
Virginia corporations typically create their own process for amending bylaws, either in the articles of incorporation or the bylaws themselves. VA Code § 13.1-714 states that shareholders have the power to amend bylaws. Directors may also amend bylaws, unless the articles of incorporation, the bylaws, or a Virginia law states that only shareholders may amend a particular bylaw.
Your bylaws can also increase the quorum (the number of voters who must be present to hold an official vote) or the number of votes needed to amend a bylaw.