Bylaws
(DE Corporation)

Summary

This bylaws template may be used by a corporation incorporated in the state of Delaware to set forth the rules for how the company will be governed. While this template may be used by public or private corporations, it is intended for use by private corporations. This template includes practical guidance, drafting notes, and alternate and optional clauses. Corporate bylaws are permitted but not required under the Delaware General Corporation Law (DGCL), although nearly all corporations adopt bylaws as a matter of good corporate governance. While these bylaws are drafted specifically to comply with the DGCL, some provisions in this template may differ from statutory default provisions. When drafting the bylaws of a corporation, you should review the certificate of incorporation to ensure that there is no inconsistency between the bylaws and the certificate of incorporation. In the event of such conflict, the DGCL gives priority to the certificate of incorporation. Del. Code Ann. tit 8, § 109(b). This bylaws template may be adopted by the incorporator(s) or director(s) of a corporation. Bylaws are not filed with the Delaware Secretary of State, but a copy should be placed in the corporation's minute book and held at the corporation's principal place of business. For a full listing of key content for in-house counsel and corporate secretaries when performing corporate functions, see In-House Corporate Secretary Resource Kit. For a full listing of key content covering Delaware corporate formation, organization, maintenance, ownership, management, and dissolution, see Corporation Resource Kit (DE). For further information on bylaws and other incorporation documents, see Bylaws Checklist (DE Corporation) and Incorporation Documents and Actions for Start-Ups. See also Formation and Qualification (DE Corporation), and Current Legal Forms with Tax Analysis § 17.55, Maintenance Checklist (DE Corporation), Formation Checklist (DE Corporation), S Corporation Formation Checklist. For additional commonly used templates, see Bylaws (DE S Corporation), Sole Shareholder Consent: Adoption of Bylaws and Election of Directors (Corporation), and Shareholders' Consent (Election of Directors, Approval of Merger, Adoption of Bylaws) (Corporation). To compare state laws on Corporate Bylaws, see the following topics in the Business Entities State Law Comparison Tool: Corporation: Formation and Qualification and Corporation: Entity Maintenance and Amendments.