When you form a company, you get two kinds of paperwork. One kind is public. Articles of Organization or Certificate of Incorporation go on file with the state, and anyone can read them. The other kind stays inside the company. That is bylaws.
Bylaws tell your company how to do things. They say when you hold meetings, who can vote, how many directors you need, what counts as a quorum, and who makes decisions. If a dispute about the company breaks out, bylaws are often the rule that decides it.
Here is what confuses people: bylaws are not required in some states, but they are mandatory in others. And even where they are optional, the state has backup rules that kick in if you do not have bylaws. So you either write bylaws yourself, or the state writes them for you.
What bylaws actually contain
A bylaws document covers this ground:
- Directors. How many directors your company has. Whether the number can change. How you elect them and replace them. Whether directors serve for a fixed term or can be removed at any time.
- Officers. Which officers exist (president, secretary, treasurer). Whether one person can hold multiple offices at the same time. How they are appointed. What counts as a vacancy if an officer leaves.
- Meetings. When the board meets. Whether directors can vote by written consent without a meeting. How much notice directors have to get before a meeting is called. What counts as a quorum — that is, how many directors have to be present for decisions to count. Whether directors can attend by phone or video.
- Shareholder meetings (for corporations). When shareholders meet. What gives shareholders the right to vote. How many shareholders have to be present for a meeting to happen. How you remove directors or call a special meeting.
- Stock and shares (for corporations). Whether shares need a certificate. How you transfer shares. How the company keeps its stock records. Whether there are classes of shares with different voting rights.
- Books and records. Where and how the company keeps records. What records shareholders can inspect. How the company stores bylaws, minutes, and stock ledgers.
- Indemnification. Whether the company pays for the legal costs of directors and officers when they are sued. Whether the company buys liability insurance for them.
Bylaws do not have to cover every one of these topics. States provide default rules for the topics you leave out. You are filling in your own choices where it matters to your company. For example, many small companies never set a specific meeting schedule in their bylaws — they just say directors can meet whenever needed. Larger companies often specify a regular meeting time, like the first Monday of each quarter.
Who can adopt bylaws, and when
The answer depends on which state you incorporated in.
Delaware. Delaware's law (8 Del. C. § 109) says the bylaws can be adopted by the incorporators or the initial board of directors. After the company is formed and has held its first shareholder meeting, the shareholders can adopt, amend, or repeal bylaws. The law does not require bylaws at all — it says the incorporators or board "may" adopt them. If you do not, the default rules of Delaware law fill the gaps.
Wyoming. Wyoming law (W.S. § 17-16-206) is different. It says the incorporators or the board "shall" adopt bylaws — that word makes it mandatory. If the incorporators do not adopt bylaws, the law provides a default set. Wyoming is one of the few states that actually requires bylaws to be adopted, even if you never write a word.
California. California's law (Cal. Corp. Code § 212) leaves bylaws to the incorporators or directors, with one requirement: bylaws must specify how many directors the company has, or the minimum and maximum number. Like Delaware, adoption is optional but state defaults apply if you do not write bylaws.
The common thread: bylaws are an internal document. No state requires you to file them with the Secretary of State. The state does not keep them. They stay with your company.
🇺🇸 If the IRS counts you as a U.S. person
The rules for adopting bylaws are the same whether you live in the United States or abroad. Bylaws are internal governance rules. Your location does not change the rule.
When you form your company, you or your registered agent can adopt bylaws. If you are the incorporator, you can do it. If you hire someone to act as incorporator, they can do it. After the company is formed, your board of directors or shareholders can change the bylaws.
No state asks whether you are an American citizen, a green card holder, or a resident. Bylaws have no citizenship or residency requirement.
🌏 If it does not
The rule is identical. Bylaws are internal governance, not a location-based document. You adopt them the same way. The state does not ask who you are.
This is one of the few places in the formation process where being a non-resident does not change anything. Your bylaws will work the same way a Delaware corporation's bylaws work, or a Wyoming corporation's bylaws.
Bylaws vs. Articles of Organization: what is the difference?
This confusion costs people time. Here is how they differ:
| Bylaws | Articles of Organization | |
|---|---|---|
| Who sees it | Only your company | The public (filed with the state) |
| What it covers | How the company operates (meetings, voting, directors) | The basic facts (company name, address, registered agent, duration) |
| Who adopts it | Incorporators, directors, or shareholders | Founder or incorporator |
| When it is filed | Never. It stays with the company | At formation, filed with the Secretary of State |
| Required by law | Mandatory in Wyoming ("shall" adopt); optional in Delaware and California ("may" adopt) | In every state |
| Can it require a specific location | No. Bylaws never require you to be in one place | No. Formation rules have no location requirement |
If you are not sure which one to check, ask this: Is this a rule about how the company runs, or a fact about the company itself? If it is how the company runs, it is in bylaws. If it is basic information, it is in articles.
Common mistakes
🇺🇸 If the IRS counts you as a U.S. person
- Assuming bylaws must be filed with the state. They do not. Bylaws are internal, and the Secretary of State never sees them. Filing bylaws with the state is unnecessary and will not help you — they belong with your company records.
- Thinking bylaws must specify an office location within a particular state. They do not. Bylaws govern how your company operates: meetings, voting, directors. They have nothing to do with where the company has an office. You can have bylaws that work in any state.
- Believing that the default rules are "good enough" and you do not need to write bylaws. Default rules work, but they may not work for your situation. If your bylaws are silent on a topic, the state's default applies — and you might not like that default. For example, Delaware's default rule requires a board of at least one director. If you want to run decisions by all shareholders instead, you have to write that into your bylaws.
- Failing to update bylaws when the company changes. If you hire new officers, add directors, or change how voting works, but you never update the bylaws, the old version controls. People can point to the old bylaws and say "this is the rule that was supposed to govern us."
🌏 If it does not
- Thinking bylaws require you to be inside the United States. They do not. The same bylaws work whether your board is in Delaware, Singapore, or London. Bylaws have no location requirement.
- Assuming the public can see your bylaws. They cannot. Bylaws are private to your company. The only public documents are articles of organization or certificate of incorporation. Your bylaws stay with your company records.
- Forgetting to adopt bylaws altogether. If you are in Wyoming, this is mandatory. If you are in Delaware or California, it is optional — but recommended. It saves disputes later. If two co-founders disagree about how decisions should be made, bylaws are what settles it.
- Mixing up bylaws with the operating agreement. For LLCs, some states let you skip bylaws entirely and use an operating agreement instead. The operating agreement serves the same purpose. Do not try to do both at once — it creates confusion about which document controls.
FAQ
Do I have to adopt bylaws?
It depends on your state. Wyoming requires bylaws to be adopted by law (W.S. § 17-16-206). This is mandatory. Delaware and California make them optional, but provide default rules if you do not write them. We recommend adopting bylaws even where they are optional, because it lets you write the governance rules your company actually needs instead of accepting whatever the state decided.
Can I change my bylaws later?
Yes. Once the company is formed, the board of directors or shareholders can adopt, amend, or repeal bylaws. The process for changing them should be in the bylaws themselves. If your bylaws are silent on how to change bylaws, the state's default rule applies. Many bylaws say that shareholders can change bylaws by majority vote, or that the board can amend bylaws subject to shareholder approval.
Do bylaws have to specify a state where the company operates?
No. Bylaws are internal governance rules, not a public record. They do not have to mention a specific state or location. Your bylaws can let the company operate anywhere. A Delaware corporation can have bylaws that do not mention Delaware at all. The bylaws describe how your company makes decisions, not where it is.
Can bylaws require meetings to happen in a specific place?
Yes. Bylaws often specify where board meetings or shareholder meetings happen. You might say meetings happen at the company's principal office in New York, or you might name a street address. But they do not have to. Many modern bylaws allow meetings by video or phone, or permit directors to participate remotely. The bylaws set the rule your company uses. Some bylaws say meetings can happen "by any means that allows directors to communicate with each other in real time."
Who keeps the bylaws after the company is formed?
Your company keeps them. Typically the corporate secretary keeps the bylaws as a company record. Unlike articles or certificates, bylaws are not filed with the state and do not go public. They stay in your company's files. If someone asks for your bylaws — a bank, an investor, a co-founder — you pull them from your records. You do not ask the state for them.
Do non-U.S. residents have to write bylaws differently?
No. The bylaws you write as a non-resident founder look identical to bylaws written by a founder in Delaware. Location, citizenship, and residency do not change the rules for bylaws. They are internal governance, not a public or location-based document. A founder in Tokyo and a founder in Toronto can write identical bylaws for the same Delaware corporation.
Can bylaws restrict who can be a shareholder?
Yes, if your state allows it. Bylaws can limit share transfers or say that certain people cannot own shares. But whether this is allowed depends on your state's law and your articles of incorporation. If your articles say shares can be freely transferred, bylaws cannot override that. Articles rank higher than bylaws. Always check both your articles and your bylaws to see what the actual rule is.
What happens if a dispute about the company's decisions goes to court?
A judge will often look at the bylaws to decide the dispute. If the bylaws say the board needs a quorum to make a decision, but a decision was made without a quorum, the judge might say that decision was invalid. This is why bylaws matter even though they are private. They become evidence of what rule the company was supposed to follow.