Delaware Corporate Bylaws

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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 more -- all of which help the business run smoothly.

Each corporation customizes their own corporate bylaws, and every Delaware 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. Bylaws may be different for each company, but they typically contain the following information

  • The corporation's name and location
  • 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
  • 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

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 corporate bylaws templates:

A helpful guide to creating your bylaws is included in our corporation formation packages.

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.

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