Delaware Corporation Bylaws

What Are Delaware Corporation Bylaws?

Delaware corporate bylaws set the rules for the company, including stockholder meeting procedures, stockholder and/or officer duties, voting regulations, day-to-day guidance and even establishing procedures for amending the bylaws -- all of which help the business run smoothly. Corporate bylaws are required in a majority of U.S. states, Delaware included.

Are Bylaws Required in Delaware?

Most states in the U.S. require corporations to have bylaws, although they are not required to be filed with the state of Delaware. In Delaware each corporation customizes their own corporate bylaws template, and every corporation has the right to adopt, amend and repeal its bylaws, per Delaware General Corporation Law §122(5). 

Corporate bylaws are typically adopted in the initial meeting of the Board of Directors, held after the business has been incorporated. Corporate Bylaws will differ from company to company as you customize them to your business, but they typically contain the following information

• The corporation's name and location
• The purpose of the business, and how you will accomplish your company goals.
• Voting procedures
• Stockholder information, including their voting rights, as well as procedures for selecting, disciplining and removing stockholders
• Board of Directors information, including election procedures, qualifications, length of term and the size of the Board
• Officer information, including selection procedures, length of term and responsibilities of each type of officer
• Meeting guidelines: the time and place of regular meetings, requirements for notifying stockholders of meetings, proxy requirements and how many stockholders are needed for a quorum
• How funds will be handled specifically, who will be authorized to sign corporate checks, how contracts will be authorized and how loans may be contracted
• Definition of conflicts of interest for officers and directors as well as instructions on how they will be addressed
• Statement that the Board may declare dividends, and that the corporation may pay them, if applicable
• Rules on how bylaws may be amended in the future

It is important to evaluate your corporate bylaws over time, making sure that they are in line with how your company evolves. 

Are Corporate Bylaws Public?

No. Delaware corporate bylaws are not on the public record. This document doesn't need to be submitted to the state of Delaware. Instead, corporate bylaws should remain on record internally, where they can be modified over time as the business evolves. 

Do Bylaws Need to Be Signed?

No. That being said, the requirement can vary depending on the jurisdiction and the specific laws governing corporations in that region. Generally, while corporate bylaws do not typically require signatures to be legally valid, it is still a common practice among many businesses

Are Bylaws the Same as Articles of Incorporation?

No. Where corporate bylaws are internal documents, the Articles of Incorporation are legal documents that need to be filed with the state. In Delaware’s case, the Certificate of Incorporation is filed with the Delaware Secretary of State.

How to Amend Corporate Bylaws

The process for amending bylaws is typically outlined within the bylaws themselves. Usually, the board of directors or the shareholders must approve amendments by a majority or supermajority vote, depending on the corporation’s specific rules.

 Are Corporate Bylaws Legally Binding?

Yes. Even though your Delaware corporate bylaws are a private internal document, they are still legally enforceable. The internal guidelines are drafted to serve as legally binding agreements between the shareholders. While the bylaws aren't public, in some instances, (such as legal disputes), a corporation may need to provide a copy of its bylaws. If a company were to violate their corporate bylaws, the business may often face consequences.

A Delaware corporation's bylaws should not be confused with its Articles of Incorporation. While corporate bylaws detail a corporation's structure and daily operations, the Articles of Incorporation outline the basics of the corporation -- the name of the company, the name of the Registered Agent and the authorized number of shares the corporation can issue.

The Articles of Incorporation are filed with the State of Delaware, whereas the corporate bylaws are internal and not required to be disclosed to the Registered Agent or the State of Delaware.

Please feel free to download and customize these free Delaware corporate bylaws templates:

• General Corporation Bylaws
• S-Corporation Bylaws
• Exempt (Non-Profit) Corporation Bylaws
• Public Benefit Corporation Bylaws

A helpful guide to creating your Delaware corporate bylaws is included in our corporation formation packages. But whether you're using one of our Delaware corporate bylaws templates or starting from scratch, you can contact Harvard Business Services, Inc. for more information as we are here to help.

For more information on our packages, please consult our experienced staff via phone (800-345-2677), email or live chat. To form a corporation now, simply click on the button below.