Bylaws
What Are Corporate Bylaws?
Corporate bylaws are a corporation's internal rulebook. Learn what they cover, how they differ from articles, who adopts them and how to amend them.
7 min read
Corporate Governance Guides
Practical, plain-English explanations of the documents that keep a corporation organized: bylaws, organizational and annual minutes, resolutions, stock records and the corporate records book. Written for founders and owners of closely held U.S. corporations.
Bylaws
How to Write Corporate Bylaws (Section-by-Section Outline)
A section-by-section outline for corporate bylaws: shareholders, directors, officers, shares, records and amendments, plus common mistakes to avoid.
9 min read
Minutes
What Goes in Initial (Organizational) Minutes
What goes in a new corporation's organizational minutes: incorporator action, bylaws, officers, share issuance, banking and a full checklist.
8 min read
Minutes
Annual Board of Directors Meeting Minutes
What to include in annual board of directors meeting minutes, a template outline, the written consent option, retention and common mistakes.
7 min read
Minutes
Annual Shareholder Meeting Minutes
How annual shareholder meetings and minutes work: notice, record date, quorum, proxies, voting, single-owner corporations and written consent.
7 min read
Resolutions & Records
Corporate Resolutions Explained (Including Banking Resolutions)
What corporate resolutions are, board vs shareholder resolutions, the RESOLVED format, common examples and an in-depth look at banking resolutions.
8 min read
Resolutions & Records
Stock Ledger and Stock Certificates
How a stock ledger and stock certificates work: authorized vs issued shares, par value, issuance resolutions, transfers and uncertificated shares.
8 min read
Compliance
Corporate Formalities and Piercing the Corporate Veil
How limited liability works, when courts may pierce the corporate veil, the factors they weigh, and a practical checklist of corporate formalities to keep up.
8 min read
Compliance
S Corp vs C Corp: Do Both Need Bylaws and Minutes?
An S corp is a federal tax election, not a separate entity. Why S and C corporations both need bylaws and minutes, plus S corp eligibility basics.
7 min read
Resolutions & Records
Corporate Records Book: What to Keep
A master checklist for your corporate records book: articles, bylaws, minutes, consents, stock ledger and filings, plus how to catch up on gaps.
8 min read