Free Corporate Bylaws Templates
Bylaws are the internal rulebook for your corporation or nonprofit. They govern board meetings, officer elections, shareholder rights, voting procedures, and corporate record-keeping. Download our free templates for C-Corps, S-Corps, and 501(c)(3) nonprofits.
What Are Corporate Bylaws?
Bylaws are the internal governance document that defines how your corporation operates — how the board functions, how officers are appointed, how shareholders vote, and how decisions are made. If the Articles of Incorporation are your corporation’s birth certificate, the bylaws are its constitution.
Bylaws are not filed with the state. They’re a private internal document adopted by the board of directors at the corporation’s organizational meeting. But despite being private, they’re legally binding — courts enforce them, banks require them, and the IRS reviews them (especially for nonprofits applying for 501(c)(3) status).
Bylaws vs. Operating Agreement
Bylaws govern corporations (C-Corps, S-Corps, and nonprofits). Operating agreements govern LLCs. They serve the same fundamental purpose — defining the rules of the organization — but use different language and structure because corporations and LLCs have different governance requirements. If you’re forming an LLC, you need an operating agreement instead.
Why Bylaws Matter
Without bylaws, your corporation defaults to your state’s corporate statute for every governance question — meeting notice requirements, quorum rules, voting thresholds, officer authority. These defaults are generic and often create friction. Bylaws let you customize governance to fit your actual business. They also demonstrate to courts, auditors, and the IRS that your corporation is properly organized and maintained.
Choose Your Bylaws Template
Select the version that matches your corporate entity type.
C-Corporation Bylaws
Standard for-profit corporate bylaws. Governs the board of directors, officers, shareholders, and corporate procedures. Suitable for businesses of any size — from two-person startups to companies preparing for institutional investment.
- Board of directors — size, election, terms, removal
- Officers — titles, duties, appointment, removal
- Shareholder meetings — annual, special, notice, quorum
- Voting — record date, proxy voting, written consent
- Stock — certificates, transfers, record keeping
- Indemnification of directors and officers
- Amendments procedure
S-Corporation Bylaws
Modified for S-Corp compliance. Includes provisions ensuring the corporation maintains eligibility for S-Corp tax status — single class of stock, shareholder restrictions, and transfer limitations.
- All C-Corp provisions, plus:
- Single class of stock enforcement
- Shareholder eligibility restrictions
- Transfer restrictions to prevent disqualification
- Board approval for share transfers
- Reasonable salary documentation
- S-Corp revocation procedures
Nonprofit Bylaws (501(c)(3))
Designed for tax-exempt organizations. Includes governance provisions the IRS expects to see in your 501(c)(3) application — conflict of interest policy, whistleblower policy, and document retention provisions.
- Board of directors — composition, terms, independence
- Officers — roles, duties, compensation approval
- Membership structure (if applicable)
- Conflict of interest policy (IRS recommended)
- Whistleblower protection policy
- Document retention and destruction policy
- Dissolution clause consistent with Articles
Specialized Bylaws Templates
Situation-specific versions with tailored governance provisions.
🚀 Startup Bylaws (Delaware)
VC-ready governance for Delaware C-Corps. Flexible board size, written consent in lieu of meetings, broad indemnification, and provisions compatible with standard VC term sheets and SAFEs.
Download template →🏪 Small Business Bylaws
Simplified governance for owner-operated corporations. Minimal board formality, flexible meeting requirements, combined officer roles (CEO who is also Secretary), and practical procedures for small teams.
Download template →⚕️ Professional Corporation Bylaws
For licensed professionals — doctors, lawyers, CPAs, architects. Includes shareholder licensure requirements, professional liability provisions, and compliance with state professional corporation statutes.
Download template →What to Include in Your Bylaws
Essential provisions that every set of corporate bylaws should address.
Board of Directors
Number of directors (fixed or range), how they’re elected, term length, staggered vs. unified terms, removal procedures, vacancy filling, and compensation (if any).
Officers
Required and optional officer positions (President/CEO, Secretary, Treasurer/CFO, VP), how they’re appointed, duties of each role, authority levels, and removal procedures.
Meetings
Annual and special meetings for both the board and shareholders. Notice requirements, quorum rules, meeting location (including virtual meetings), minutes, and written consent procedures.
Voting
Voting thresholds for ordinary decisions (majority) vs. extraordinary actions (supermajority or unanimous). Proxy voting, record dates, cumulative voting rights, and action by written consent.
Stock Provisions
Share certificates (physical or book-entry), transfer procedures, transfer restrictions, lost certificate replacement, stock ledger maintenance, and dividend policies.
Indemnification
Protection for directors and officers from personal liability for actions taken in good faith on behalf of the corporation. Advancement of legal expenses, insurance authorization, and limitations.
Committees
Authority to create board committees (audit, compensation, governance, nominating). Committee composition, powers, limitations, and reporting obligations to the full board.
Amendments
How bylaws can be changed — by board vote, shareholder vote, or both. Amendment thresholds, notice requirements, and whether certain provisions require supermajority approval.
Nonprofit Bylaws: What the IRS Expects
The IRS reviews your bylaws as part of the 501(c)(3) application. These provisions strengthen your application.
Conflict of Interest Policy
The IRS Form 1023 specifically asks whether your organization has a conflict of interest policy. While not technically required, lacking one raises red flags. The policy should require board members and officers to disclose financial interests, recuse themselves from related votes, and sign annual disclosure statements.
Whistleblower Policy
Required by Sarbanes-Oxley for all nonprofits (yes, it applies to nonprofits too — the whistleblower and document destruction provisions). Establishes a process for reporting suspected fraud, mismanagement, or illegal activity without fear of retaliation.
Document Retention Policy
Also required under Sarbanes-Oxley for nonprofits. Specifies how long the organization retains financial records, tax filings, board minutes, contracts, and correspondence — and prohibits document destruction when litigation or investigation is anticipated.
Compensation Approval
The IRS wants to see that executive compensation is set by the board (or a compensation committee) using comparability data — not by the executives themselves. Bylaws should establish a formal compensation review process to rebut any presumption of excessive compensation (intermediate sanctions under Section 4958).
Board Independence
While not legally required in all states, the IRS favors boards where a majority of directors are independent — meaning not compensated by the organization and not related to compensated individuals. Bylaws should define independence standards and aim for at least a majority independent board.
Financial Oversight
Bylaws should specify who has authority to sign checks, approve expenditures above certain thresholds, and authorize contracts. Many nonprofits require dual signatures above a dollar threshold and mandate annual independent financial reviews or audits above state-specific revenue thresholds.
IRS Form 1023 tip: The full Form 1023 application asks detailed questions about your governance structure, including whether you have conflict of interest, whistleblower, and document retention policies. Our nonprofit bylaws template includes all three policies built in — answering “yes” to every governance question on the application.
Bylaws for VC-Backed Startups
If you’re incorporating a Delaware C-Corp and planning to raise venture capital, your bylaws need to be compatible with standard VC deal terms. Investor-friendly bylaws don’t give away control — they create a governance framework that’s familiar to VCs and their lawyers, reducing friction in the fundraising process.
Flexible Board Size
Startups should allow the board size to change without amending bylaws — typically “not fewer than 1 nor more than 9, as determined by resolution of the board.” This lets you add board seats for investor-designated directors as you raise successive rounds without governance friction.
Written Consent in Lieu of Meetings
Delaware law allows shareholders and directors to act by written consent — approving decisions without a formal meeting. This is standard for startups and essential for fast-moving companies. Your bylaws should explicitly allow action by written consent for both board and shareholder actions.
Broad Indemnification
Directors won’t serve on your board without indemnification — and VCs require their designated board members to be fully indemnified. Standard startup bylaws include the broadest indemnification permitted by Delaware law, plus advancement of legal expenses (the company pays legal fees upfront during litigation, not just after a favorable outcome).
What Changes After Fundraising
After your first priced round, the investors’ charter (Amended and Restated Certificate of Incorporation) will add protective provisions — board composition requirements, veto rights on certain actions, and preferred stock terms. Your bylaws will need to be updated to reflect these changes. Having clean, standard bylaws from the start makes this process smoother.
How Bylaws Relate to Other Corporate Documents
Understanding the governance hierarchy prevents conflicts between documents.
1. State Law
Highest authority. State corporate statutes set the baseline rules. Your Articles and bylaws can customize within these boundaries but cannot violate state law.
2. Articles of Incorporation
Filed with the state. Establishes the corporation’s existence, authorized shares, and fundamental provisions. Trumps bylaws if there’s a conflict.
3. Bylaws
Internal governance rules. Governs day-to-day operations, meetings, voting, and officer authority. Must be consistent with Articles and state law.
4. Board Resolutions
Specific decisions made by the board under authority granted by the bylaws. Individual actions (hiring officers, authorizing contracts) documented in meeting minutes.
Hierarchy rule: If your bylaws conflict with your Articles of Incorporation, the Articles win. If either conflicts with state law, state law wins. When drafting or amending bylaws, always check that they’re consistent with your filed Articles and your state’s corporate statute. Our templates are drafted to be consistent with the most common state requirements.
Common Bylaws Mistakes
These governance errors create legal exposure, board dysfunction, and investor friction.
Never Adopting Bylaws
Filing Articles of Incorporation without adopting bylaws leaves your corporation governed entirely by state default rules. Banks may refuse to open accounts, investors will flag it during due diligence, and courts may question whether your corporation was properly organized.
Conflicting with Articles
Bylaws that contradict the Articles of Incorporation create confusion and legal vulnerability. If your Articles authorize 3 directors and your bylaws say 5, which controls? The Articles win — but the inconsistency signals sloppy governance.
Unrealistic Quorum Requirements
Setting a quorum at 100% means one absent director prevents any board action. Standard is a majority. For startups with busy directors, allow meetings by video conference and action by written consent to ensure governance doesn’t stall.
No Indemnification
Quality directors — especially investor-designated directors — won’t serve without indemnification. Failing to include broad indemnification provisions in your bylaws limits your ability to recruit experienced board members and signals governance immaturity to investors.
Nonprofit Missing Required Policies
Nonprofits that apply for 501(c)(3) status without a conflict of interest policy, whistleblower policy, and document retention policy face extra scrutiny from the IRS. These policies aren’t technically required — but answering “no” on Form 1023 weakens your application.
Never Updating
Bylaws adopted at incorporation often don’t reflect the company’s current reality. After fundraising rounds, board changes, officer appointments, or new state requirements, bylaws should be reviewed and updated. Operating under outdated bylaws creates governance gaps.
Related Templates & Guides
Documents that work alongside your bylaws to complete your corporate governance.
Articles of Incorporation
The founding document that creates your corporation. Filed with the state before bylaws are adopted. Articles and bylaws must be consistent.
Download template →Board Resolution Template
Document specific board decisions — opening accounts, approving officers, authorizing contracts. Board resolutions operate under the authority granted by your bylaws.
Download template →Meeting Minutes Template
Record board and shareholder meetings properly. Required for maintaining corporate formalities and demonstrating proper governance.
Download template →Conflict of Interest Policy
Standalone conflict of interest policy for organizations that want a more detailed version than what’s included in our nonprofit bylaws template.
Download template →How to Incorporate
Step-by-step incorporation guide. Bylaws are adopted at the organizational meeting — Step 5 in the formation process.
Read the guide →Nonprofit Formation Guide
Complete 501(c)(3) formation guide. Bylaws with required policies are critical for IRS approval — don’t apply without them.
Read the guide →Corporate Bylaws FAQ
Quick answers to the most common bylaws questions.
Are bylaws required?
Most states don’t legally mandate bylaws — but every corporation should have them. Banks require bylaws to open corporate accounts. Investors review them during due diligence. The IRS examines them for nonprofit applications. And courts look for bylaws when evaluating whether a corporation maintained proper formalities. Practically speaking, they’re required.
Do bylaws need to be filed with the state?
No. Bylaws are private internal documents. They’re adopted by the board of directors and kept with the corporation’s records — not filed with the Secretary of State. Only the Articles of Incorporation are filed publicly. However, banks, investors, and the IRS may request a copy of your bylaws.
Who adopts the bylaws?
The initial bylaws are typically adopted by the incorporator or the initial board of directors at the corporation’s organizational meeting — the first official meeting after filing Articles of Incorporation. After adoption, the board (and sometimes shareholders, depending on the bylaws) can amend them through a formal resolution.
Can bylaws be amended?
Yes. Most bylaws include an amendment procedure — typically a majority or supermajority vote of the board of directors, and in some cases shareholder approval for certain provisions. Amendments should be documented in board minutes and the updated bylaws kept with corporate records. Some critical provisions may require shareholder approval to amend.
What’s the difference between bylaws for a C-Corp and S-Corp?
The governance structure is identical — both are corporations. The difference is that S-Corp bylaws include additional provisions to maintain S-Corp eligibility: restrictions on share transfers to non-qualifying shareholders (foreign nationals, other entities), enforcement of a single class of stock, and procedures for monitoring compliance with S-Corp requirements.
Do I need a lawyer to draft bylaws?
For a small, single-shareholder corporation, our templates are a solid starting point. For corporations with multiple shareholders, investor-facing governance, or nonprofit organizations applying for 501(c)(3) status, legal review ($500–$1,500) is recommended. The governance structure you set now will govern every major decision your corporation makes.
What happens if we don’t follow our own bylaws?
Failing to follow your bylaws can expose directors and officers to personal liability, provide grounds for shareholder lawsuits, and in extreme cases support a “piercing the corporate veil” claim — removing the liability protection the corporation provides. Courts take corporate formalities seriously. Follow your bylaws or amend them.
Can a single person be all the officers?
In most states, yes — one person can serve as President, Secretary, and Treasurer simultaneously. This is common for small, single-shareholder corporations. Some states require at least two officers (typically President and Secretary), and a few require that the same person can’t hold both roles. Check your state’s corporate statute.
Disclaimer: These templates are provided for educational purposes and as general-purpose starting points. Corporate governance requirements vary by state, and your specific business circumstances may require provisions not included in these templates. For corporations with multiple shareholders, investor-facing governance structures, or nonprofit organizations applying for tax-exempt status, we recommend having a licensed attorney review your bylaws. LegalZone.com is not a law firm and does not provide legal advice.
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