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An S Corporation is required by state law to adopt bylaws that govern the corporation's internal management and the rights of the shareholders.
The bylaws of a corporation are the governing rules by which the corporation operates. Bylaws are created by the board of directors when the corporation is formed.
Most states require you to memorialize your bylaws and, even in the states where there is no such requirement, having bylaws is a great idea. After all, corporate bylaws define your business' structure, roles, and specifies how your company will conduct its affairs.
Bylaws are not public documents, but making them readily available increases your accountability and transparency and encourages your board to pay closer attention to them. Your board should review them regularly and amend them accordingly as your organization evolves.
If the corporation fails to adopt bylaws, the authority to perform any of the acts that normally would be controlled by the bylaws will be vested in the board of directors and any of its committees.
Although the California General Corporation Law requires that the original or a copy of the bylaws be available to shareholders (Section 213), it does not require that corporate bylaws be signed.
The bylaws are the corporation's operating manual; they describe how the corporation is organized and runs its affairs. You do not file the bylaws with the state, but you need to explain the roles of the corporation's participants, and technology can play a role in carrying out the bylaws.
Taxes. Corporations must file their annual tax returns. Securities. Corporations must issue stock as their security laws and articles of incorporation mandate. Bookkeeping. Board meetings. Meeting minutes. State registration. Licensing.
Basic Corporate Information. The bylaws should include your corporation's formal name and the address of its main place of business. Board of Directors. Officers. Shareholders. Committees. Meetings. Conflicts of Interest. Amendment.