The Delaware corporation bylaws set procedures for shareholder meetings, Board of Director elections, officer titles and functions. Drafting comprehensive bylaws is essential for smooth company operations.
Bylaws may contain provisions relating to the business, conduct, rights and powers of the corporation, stockholders, directors, officers or employees.
Assuming incorporation in Delaware, only the President and Secretary officer positions are required. Other positions are optional. Bylaws are rarely customized for startups. When a company goes public, bylaws are typically amended.
Reincorporating a business to Delaware allows forming different types of entities under flexible corporate law.
Yes, they are fundamental for forming your Delaware corporation even though not filed with the state. Bylaws outline policies for appointing directors and officers, holding shareholder and board meetings, and handling conflicts of interest.
Common Bylaw Drafting Mistakes to Avoid
- Inconsistency with business model.
What is the difference between a Certificate of Incorporation and bylaws in Delaware?