Your corporate bylaws establish the rules and procedures for your Massachusetts corporation. They determine how decisions will be made and who can make them. Your bylaws should include how many directors and officers your corporation will have, when and where shareholder and board meetings will be held, and how you will handle potential conflicts of interest, among other issues.
Corporate bylaws are internal documents—meaning that unlike the Massachusetts Articles of Organization, your bylaws aren’t filed with the Massachusetts Secretary of the Commonwealth. However, every Massachusetts corporation needs to have bylaws. Unless you’re a legal expert, you might be intimidated by the prospect of creating corporate bylaws from scratch. Northwest can help. Our free, attorney-drafted corporate bylaws template can be filled out right on our website, saved, downloaded, printed, and signed when you’re ready.
Massachusetts corporate bylaws should cover your policies for all of the important issues your corporation will need to deal with. According to MA Gen L ch 156d § 2.06 (2019), you may include anything in your bylaws that doesn’t contradict Massachusetts laws or your Articles of Organization. However, there are a few subjects corporate bylaws should always cover:
Our lawyers drafted a comprehensive corporate bylaws template you can use for free. You can even fill it out on this page, save it in a free account for later, and download a completed draft to sign.
In order to fill out our free corporate bylaws template, you’ll need your:
This must be your business’ legal entity name, or the name you put on your Articles of Incorporation.
List when (date and time) you will hold annual meetings for shareholders.
Once your bylaws have been approved by your board of directors, fill in the date.
The director signs the bylaws to approve them on behalf of the board of directors.
Expect to also maintain up-to-date lists of all shareholders and directors.
No matter the size or type of Massachusetts corporation you are forming, it is essential that you adopt bylaws. Here’s why.
Massachusetts Gen L ch 156d § 2.06 (2019) requires either the incorporators or the board of directors to adopt bylaws. The board of directors typically adopt initial bylaws at the first organizational meeting.
Your bylaws put your corporation’s rules, processes, and structure into writing. They determine what powers your directors and officers will have, and how many votes are needed to make a change. They also establish your process for holding board and shareholder meetings.
Since all of your corporation’s rules are documented in your bylaws, they’re the best resource to consult when you need to settle a dispute.
Your corporate bylaws show investors, landlords, and banks that your corporation is credible. You’ll need to show your bylaws to a bank in order to open a corporate bank account. Potential investors will want to look at your bylaws to make sure your corporation follows appropriate protocols.
Not only that, but if your corporation is ever sued, your bylaws will be an essential document in your court case. Following the rules and procedures in your corporate bylaws demonstrates that your corporation is a distinct legal entity entitled to limited liability protection.
Corporate bylaws are prepared by the board of directors. Since corporate bylaws are dense legal documents, corporations often consult with an attorney before making bylaws official. Northwest offers a free, Massachusetts-specific corporate bylaws template, drafted by an attorney, so you can start out on the right foot.
Yes. All board members, officers, and shareholders have a legal obligation to abide by the corporate bylaws. Violating corporate bylaws could lead to your corporation losing its limited liability status.