What Is Included in Wisconsin Corporate Bylaws?
Wisconsin corporate bylaws should include policies for every important issue your corporation is likely to deal with, including company finances and management. You’re allowed to include anything in your bylaws that isn’t forbidden by Wisconsin law or your Certificate of Incorporation, but you should definitely cover the following topics:
- Meetings
- Stock
- Directors and officers
- Finances
- Records
- Amendments and emergencies
What Information Do I Need to Use Northwest’s Free Wisconsin 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 Wisconsin corporate bylaws template, you’ll need your:
You’ll need to list the legal name of your business, which is the name you listed on your Wisconsin Articles of Incorporation.
List a date and time when you will hold annual meetings for shareholders.
Once your board of directors have approved the bylaws for the corporation, fill in the date.
No, you don’t need James Cameron’s signature. You need the director of the corporation to sign the bylaws.
You should also expect to maintain current lists of all shareholders and directors.
Why Do Corporate Bylaws Matter in Wisconsin?
While Wisconsin law doesn’t require corporate bylaws, they’re still a good idea. Here are some reasons why.
1. Corporate bylaws establish the rules and roles within your corporation.
Corporate bylaws shouldn’t be something casual that you come up with on the fly. Your bylaws formalize the structure and rules of your corporation. How many directors and officers will you have? What powers will they hold? Bylaws also establish when and where you’ll hold meetings for board members and shareholders and how voting will function.
When you need to settle a dispute, the first thing you’ll do is consult your corporate bylaws, since they document all of your corporation’s policies. Turning to the bylaws is a lot easier than hashing out conflicts in court.
2. Corporate bylaws prove that your business is a legitimate corporation.
Adopting bylaws shows that your corporation is a valid business, and that’s important for several reasons. Banks require bylaws to open a corporate bank account—something you’ll need to do to maintain your limited liability status. Landlords and potential investors will look at your bylaws to make sure your business knows what it’s doing and has all its (legal) ducks in a row.
Plus, if your corporation is ever served with a lawsuit, your bylaws will be critical in preserving your limited liability. Adhering to the rules and procedures in your bylaws helps you demonstrate that your business is a distinct legal entity, entitled to limited liability protection.
Who Prepares the Bylaws?
Usually the board of directors prepares and adopts the bylaw as a high-priority item. Ideally, this should happen at the first organizational meeting. Northwest can help you get started with our free, attorney-drafted corporate bylaws template custom-made for Wisconsin corporations.
Are Corporate Bylaws Legally Binding?
Yes. Corporate bylaws are legally binding for all officers, and shareholders. Violating corporate bylaws could put your limited liability in jeopardy, which can lead to a whole other set of issues.
FAQs
No. Bylaws are the rules and regulations a corporation will abide by. An operating agreement is similar, but it is meant for LLCs, not corporations.
No, Wisconsin does not require corporate bylaws. The Badger State is one of a handful of states that don’t legally mandate them. WI Stat § 180.0206 says corporations “may” adapt bylaws, not that they must.
No. Wisconsin corporate bylaws are written in an internal document that isn’t filed with the Secretary of State’s office. Instead, you’ll keep your bylaws document on record with your meetings minutes, resolutions, and other important documents.
In a legal sense, no. Corporations can technically adopt bylaws without anyone signing them. However, at Northwest we recommend that all directors and officers sign your bylaws. It’s a simple way to make clear that everyone is on board with your policies.
Generally, the rules for amending corporate bylaws will be determined by the bylaws themselves. For instance, bylaws usually specify the minimum number of shareholders needed for a vote. This minimum number is also called a “quorum.” Without a quorum, it’s hard to get anything done, and that’s by design.
Per WI Stat § 180.1020, the board of directors can amend bylaws unless the articles of incorporation give that power exclusively to shareholders. The board is also prohibited from amending rules that shareholders previously deemed unchangeable at the time of creation.