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The company itself · A term for founders abroad

What are bylaws?

A corporation's internal rules on its board, officers, meetings and shares; the corporation's counterpart to an LLC's operating agreement.

Read the explanation See the 2 questions

Checked against the IRS's instructions and the states' own rules. Reviewed by Saais Patel, compliance reviewer.

Topic
The company itself
Questions
2 answered
Sources
Named in text
Reviewed by
Saais Patel

Term 12 of 105 in the glossary, filed under B.Every term, A to Z

01 · Explained

Bylaws, for a founder abroad.

Bylaws set how a corporation is run: how many directors it has and how they're elected, which officers it appoints, how meetings and written consents work, and how shares are issued and transferred. Like an operating agreement, they aren't filed with the state.

The board adopts them at the start, usually in its first written consent alongside issuing the founders' stock. Investors read them during a round, and a Delaware corporation that has none is a gap their lawyers will ask to close.

Read next · guide · 3 minConverting a Wyoming LLC to a Delaware C-Corporation when an investor asks
02 · Questions

What founders ask next.

Does an LLC need bylaws?
No. An LLC's rules go in its operating agreement. Bylaws are for corporations.
Are bylaws filed with Delaware?
No. They're kept with the corporation's records.

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