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.
Checked against the IRS's instructions and the states' own rules. Reviewed by Saais Patel, compliance reviewer.
Term 12 of 105 in the glossary, filed under B.Every term, A to Z
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 asksWhat 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.
03 · See also
- The company itselfOperating AgreementThe private contract among an LLC's members that sets ownership, management and what happens when someone leaves; it isn't filed with the state.Read the term
- The company itselfC-CorporationA US corporation taxed on its own profit, which issues stock and is what US investors' paperwork assumes; usually formed in Delaware.Read the term
- The company itselfCertificate of IncorporationThe document filed with a state to create a corporation, setting its name, registered agent and how many shares it may issue.Read the term
- The company itselfLLCA US company whose owners aren't personally liable for its debts, and whose profit is taxed once, to the owners, unless it elects otherwise.Read the term
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