Do Corporate Bylaws Need to Be Signed? Here's What You Should Know
One of the most common questions I’ve heard over the past 25 years is, “Should someone sign the corporate bylaws?” Clients often ask this after receiving their bylaws template. It’s a fair question—bylaws are an important part of a corporation’s internal structure, so it may seem surprising that there’s no signature line or formal execution process.
But here’s what many people don’t realize: corporate bylaws generally don’t need to be signed to be valid.
What Are Corporate Bylaws and Why Aren’t They Signed?
Corporate bylaws are the internal rules that outline how a company is governed. They typically include procedures for board meetings, shareholder votes, officer roles, and other important details about how the business operates.
Unlike contracts, bylaws are adopted internally by the corporation, usually at the first organizational meeting. The board of directors typically approves them by passing a resolution. That board action, often documented in meeting minutes or a written consent, is generally what gives the bylaws their legal standing.
There’s no state filing involved, and in most cases, no legal requirement for the bylaws to be signed. This tends to surprise people, especially since most other important business documents—like operating agreements or contracts—require signatures.
Is It Okay If My Bylaws Are Unsigned?
Yes. In fact, it’s very common. Across most jurisdictions, there is no statute requiring a signature on corporate bylaws. As long as they have been adopted by the board and are kept in your company’s records, they are typically considered valid and enforceable.
Some corporations may still choose to sign and date the bylaws simply for documentation purposes or to show that they’ve been reviewed by the initial board. This can be especially helpful in smaller companies or when ownership is shared among family members or partners. But again, it’s not typically required.
What Matters More Than a Signature?
What’s more important is what the bylaws say and whether the company follows them. Bylaws serve as a framework for internal decision-making and help define roles, responsibilities, and procedures. Whether signed or not, they help prevent confusion and keep the business on track, especially when leadership changes or disagreements arise.
If a dispute ever comes up, what courts or regulators typically look for is whether the bylaws were adopted and consistently followed, not whether they were signed.
The Bottom Line: Do Bylaws Need to Be Signed?
If you’re reviewing your corporate bylaws and notice they’re unsigned, don’t worry—that’s usually how it’s done. Bylaws don’t need to be signed to be valid in most cases. The key is making sure they’ve been adopted by the board and maintained in your company records.
Need a Free Template for Your Delaware Corporation’s Bylaws?
You can download our free Delaware bylaws templates here
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