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Delaware Corporation Bylaws

Running a corporation in Delaware comes with several operational responsibilities, and one of the most important is establishing clear corporate bylaws. While Delaware is known for its business-friendly laws and flexible corporate structure, companies still need well-drafted bylaws to maintain compliance and reduce the risk of disputes.

What Are Delaware Corporation Bylaws?

Delaware corporation bylaws establish the internal rules and procedures that govern how a company operates. These bylaws typically outline stockholder meeting procedures, the duties of directors and officers, voting requirements, daily operational guidelines, and the process for amending the bylaws when necessary. Together, these provisions help corporations maintain structure and legal compliance. While bylaws are not filed with the State of Delaware, they are considered an essential governing document and are required for most corporations formed in the United States, including Delaware corporations.

Are Bylaws Required in Delaware?

Most states require corporations to adopt bylaws, and Delaware is no exception. Although Delaware corporation bylaws are not filed with the state, they are considered a foundational internal governance document for the company. Delaware corporations have the authority to adopt, amend, and repeal their bylaws under Delaware General Corporation Law §122(5). Because bylaws can be tailored to meet a company’s specific operational needs, businesses often customize them based on their ownership structure, voting rights, and board procedures.

What to Include in Corporate Bylaws

Corporate bylaws should clearly outline the rules, procedures, and governance structure that guide how a corporation operates. While the exact contents may vary depending on the company’s size and goals, most Delaware corporations include several key pieces of information, like the ones listed below.

The corporation's name and principal business location
The purpose of the business and how you will accomplish your company's goals
Voting procedures for stockholders and directors
Stockholder information, including voting rights, share ownership, and procedures for shareholder meetings
Board of Directors information, including election procedures, qualifications, length of term, removal procedures, and the size of the Board
Officer information, including selection procedures, length of term, and responsibilities of each type of officer
Meeting guidelines, including the time and place of regular meetings, notice requirements, proxy voting rules, and quorum requirements
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
Dividend policies and the authority of the Board to declare dividends, if applicable
Rules on how bylaws may be amended in the future

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 bylaws are not filed publicly with the State of Delaware, corporations may be required to produce them during legal disputes, audits, or other official proceedings. If a company were to violate its corporate bylaws, the business may 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, such as 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.

How to Amend Corporate Bylaws

The process for amending corporate bylaws is typically outlined within the bylaws themselves. In most Delaware corporations, amendments must be approved by the board of directors, the shareholders, or both, depending on the corporation’s governing structure and voting requirements.

Corporations may choose to amend their bylaws as the business grows, ownership changes, or governance needs evolve. Common reasons for amending bylaws include changing voting procedures, updating officer responsibilities, modifying board structure, or revising meeting requirements. After amendments are approved, the corporation should keep updated copies of the bylaws with its official corporate records and ensure directors, officers, and shareholders are aware of the changes. Although amended bylaws are not filed with the State of Delaware, maintaining accurate and current bylaws is an important part of corporate compliance.

Delaware Corporate Bylaws Templates

Using a template for your corporate bylaws can help your corporation establish a clear governance structure. Although every business has unique needs, reviewing sample bylaws can provide a helpful foundation for drafting or updating your own company’s internal rules. Below are several Delaware corporate bylaws templates that may serve as useful starting points for your business.

Corporation Bylaw FAQs

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 the 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.

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.

Who prepares the corporate bylaws?

Corporate bylaws are typically prepared by the corporation’s founders or the initial board of directors, often with assistance from a corporate attorney. The bylaws are adopted during the first organizational meeting of the board and outline how the company will be governed.

Form a Corporation with Harvard Business Services, Inc.

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 always here to help.

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