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Corporate bylaws · San Jose · Registered LDA #268
Corporate Bylaws in San Jose — the rules your corporation runs on
Filing Articles of Incorporation creates the corporation. It does not appoint officers, set the board or say how shares are voted. When a bank, investor or lender asks for your bylaws and you have none, the deal waits — and a corporation without records is easier to treat as if it were just you. We prepare California corporate bylaws with your incorporation or for a corporation you already have.
In our San Jose office or remotely · English, Vietnamese and Cantonese · Spanish through our staff
- C-Corporations and S-Corporations
- One shareholder or several
- New, amended or restated bylaws
- Matched to your filed Articles
What are corporate bylaws, and does my California corporation need them?
Corporate bylaws are a corporation’s internal operating rules: how many directors it has and how they are elected, which officers it has and what they do, how meetings are called and decided, and how shares are issued and recorded. California corporations are expected to adopt bylaws and keep them at the principal executive office; they are not filed with the Secretary of State. TruPoint Legal, a registered Legal Document Assistant (LDA #268) in San Jose, prepares bylaws at your direction as an add-on to incorporation or for existing corporations.
When corporations need bylaws fast
Opening the bank account
Banks often ask for bylaws or a board resolution naming who can sign for the corporation.
Raising money or a loan
Investors and lenders review bylaws in due diligence. Missing or generic bylaws slow the process down.
Protecting the corporate shield
Records showing the corporation is run as a separate entity support keeping shareholders’ personal assets out of corporate disputes.
Founders disagree
Board seats, quorum and voting rules settle who decides. Without them, disagreements stall the business.
Shareholder agreement →Electing S-Corp status
An S-Corporation may have only one class of stock. Bylaws should not create rights that conflict with it.
S-Corp formation →The corporation owns property
Title companies ask who may sign deeds for the corporation. Bylaws and officer appointments answer that.
Corporation deed →What your bylaws cover
- Principal office and corporate records
- Number of directors, election, terms, removal and vacancies
- Board meetings, notice, quorum and action by written consent
- Officers: president or CEO, secretary and CFO, and their duties
- Shareholder meetings, notice, record dates, quorum and voting
- Issuing and transferring shares, and share records
- Signing authority for contracts, checks and deeds
- Fiscal year and how the bylaws are amended
Articles, bylaws and shareholder agreement: how they differ
| Articles of Incorporation | Corporate Bylaws | Shareholder Agreement | |
|---|---|---|---|
| What it does | Creates the corporation | Sets how it is run | Sets the deal among the owners |
| Filed with the state | Yes, public | No, kept in records | No, private contract |
| Who signs | Incorporator | Adopted by the board | Each shareholder |
| Typical contents | Name, agent, authorized shares | Directors, officers, meetings, voting | Transfer limits, buy-sell, exit terms |
Corporate bylaws questions
Does a California corporation need bylaws?
Yes. California corporations are expected to adopt bylaws and keep the original or a copy at the principal executive office. Banks, investors and lenders routinely ask for them, and they are part of the records that show the corporation operates separately from its owners.
Are bylaws filed with the Secretary of State?
No. The Articles of Incorporation are filed and public. Bylaws are adopted by the corporation and kept in its records.
What is the difference between bylaws and a shareholder agreement?
Bylaws are the corporation’s operating rules: directors, officers, meetings and voting. A shareholder agreement is a contract among the owners about their shares: who may buy or sell them, at what price, and what happens when an owner leaves, dies or divorces.
How many directors must the bylaws provide for?
Generally at least three. A corporation with one shareholder may have one director, and a corporation with two shareholders may have two.
Our corporation never adopted bylaws. Can you prepare them now?
Yes. We prepare bylaws for existing California corporations, and amended or restated bylaws when the rules your corporation runs on have changed.
Put your corporation’s rules in writing
Book a free consultation. You decide how your corporation is run; we prepare the bylaws and review them with you.
TruPoint Legal LLC · Registered Legal Document Assistant LDA #268, Santa Clara County · CALDA member. We are not a law firm and do not give legal advice.