Corporation Bylaws & LLC Operating Agreements
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Must-have documents for any corporation or LLC.
State law requires all corporations to create a document outlining their organization and day-to-day operations. Called your corporate bylaws, it's one of your company's most important legal documents.
Among a number of other details, corporate bylaws generally contain:
- the structure of the organization
- the duties and responsibilities of a corporation's members
- details about the board of directors
- information about when and where directors' and shareholders' meetings will be held
- a list of committees
Much the same, limited liability companies (LLCs) in many states are required to create an LLC operating agreement; a document that provides a framework for their operation.
LLC operating agreements typically contain information about:
- members' percentages of ownership
- members' rights and responsibilities
- members' voting powers
- allocation of profits and losses
- management details
- the fiduciary duties of members and managers
Corporations and LLCs aren't required to file their bylaws or operating agreements with the Secretary of State. Still, you should have them in place as soon as you've incorporated or formed your LLC, because these documents are often requested by:
- lenders, when you're trying to obtain financing
- banks, when you're opening a business checking account
- potential business partners or investors
- attorneys and accountants
incorporate.com can help.
No matter what state your business is headquartered in, incorporate.com can provide you with an operating agreement that is specially tailored to your company. For the same fee, we can also help you with bylaws for your corporation in many states.
Provide us with basic information about your company's owners, management, and purpose, and we'll use that information to create a custom document for your company. Once we've completed your bylaws or operating agreement, we'll send it to you by email. You can then print it and keep it with your company records. Unfortunately, incorporate.com cannot provide you with legal advice in the preparation of your bylaws or operating agreement and you should consult an attorney if you need legal advice.
Find more details about bylaws and operating agreements in our Frequently Asked Questions section.
Bylaws and Operating Agreements FAQs
- What are bylaws?
- What is an operating agreement?
- Do I need bylaws or an operating agreement for my business?
- Do I need to file my bylaws or operating agreement with the state?
- Who should sign my bylaws or operating agreement?
- Do I need an attorney to draft my bylaws or operating agreement?
What are bylaws?
Corporate bylaws refer to the document that includes the internal rules and regulations that govern a Corporation. Although this is an internal company document, each state may have different items that must be included in the bylaws, and other states may require the company's bylaws to expressly modify certain default rules (e.g., the scope of officer and director indemnification).Back to Top
What is an operating agreement?
An operating agreement is a contract among the members and managers that governs the internal affairs of a limited liability company. It will include information such as the management of the LLC, distribution of income, how much each member (owner) contributed to the LLC, the purpose of the company, the fiduciary duties of the members and managers, the indemnification of members and managers, etc.Back to Top
Do I need bylaws or an operating agreement for my business?
Many states require a business to have bylaws or an operating agreement. Even though it is an internal document and therefore not filed with the state, it contains very important information related to the structure and management of the corporation or LLC.
The following may ask for a copy of your bylaws/operating agreement:
- A bank
- An attorney
- A person or business with which you are dealing
- Stockholders or investors of a corporation or members or investors (LLC)
- Title company
Do I need to file my bylaws or operating agreement with the state?
No, bylaws and operating agreements are not filed with any state office. They should be stored and remain readily available for shareholders, investors or members to review.Back to Top
Who should sign my bylaws or operating agreement?
Typically an authorized director or officer will sign the bylaws. They should be stored in the corporate minute book along with directors' and shareholders' minutes and resolutions.
All initial members of an LLC must sign the Operating Agreement once each member has confirmed that it is a reflection of their business arrangement. In addition, if a new member joins the LLC at a later time, the new member should sign an addendum, agreeing to the original terms of the Operating Agreement. Also, if a non-member manager is appointed under the Operating Agreement, that person should sign the Operating Agreement as well.Back to Top
Do I need an attorney to draft my bylaws or operating agreement?
No, you have options. For example, regardless of the state in which you formed your LLC, incorporate.com can provide a form operating agreement for your business. For a $99 service fee, we will provide you with a form operating agreement based on the specific information that you provide. We will then store that document in your Compliance Watch account and send you an email when it is ready.
For the same fee, we can also provide you with form bylaws in 40 of the 50 states. Click here to determine if we offer bylaws for your state.
However, incorporate.com cannot provide you with legal advice regarding questions that may arise as you prepare the forms we provide you.Back to Top
There are 3 easy steps to obtaining an LLC Operating Agreement:
Provide us with your company's basic information about owners, management, and purpose:
- We use the information that you provide to create your operating agreement or bylaws
- Within 24 hours, we will and send you an e-mail when the document is ready for download
Review the document and add additional terms as necessary
Print, sign, and store the bylaws or operating agreement with your company records.
Let's get to it.