Delaware Corporate Bylaws

Delaware Corporate Bylaws are a comprehensive guide that outlines the rules, policies, and procedures governing your corporation.

They serve as a road map for running your business, covering everything from how to conduct annual meetings to (if the time should come) dissolving the company.

On this page, we’ll cover the following:

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*Learn more about our DE Business Presence package.


Importance of Corporate Bylaws for Your DE Corporation

Corporate bylaws help ensure consistent procedures and practices for running your Delaware corporation. In fact, bylaws can be one of your most important business documents. Here’s why:

  • Corporate bylaws map out the rules for your corporation. From laying out the process for selecting your board of directors to implementing company-wide policies, corporate bylaws can ensure your business runs smoothly. Bylaws also help your company avoid internal conflicts that could cause bigger problems.
  • Corporate bylaws make your corporation official. Your Delaware corporate bylaws are an official legal document. So, solid bylaws will help protect your limited liability status if your corporation were to face a lawsuit. In addition, banks or potential investors will likely ask to see your bylaws before getting into business with you.

Free Help with Your Corporate Bylaws

Since bylaws are a legally binding document, some business owners hire a lawyer to write them on behalf of their company. The problem with that is lawyers are expensive.

Here’s a better alternative:

When you hire us to incorporate your business for you,
we’ll give you an attorney-drafted corporate bylaws template for FREE.

Frequently Asked Questions

Do I need bylaws for my Delaware Corporation?

Delaware state statutes do not explicitly require corporate bylaws. For example, 8 DE Code § 109 states bylaws “may be adopted.” However, all references to bylaws strongly imply they will exist. In addition, having corporate bylaws can be crucial to growing a well-developed business.

Are corporate bylaws public records?

The bylaws for a Delaware Corporation are an internal document. The state does not require you to file your bylaws with the Division of Corporations.

What should I include in my bylaws?

Your Delaware corporate bylaws can include anything within the bounds of state law. At a minimum, most corporations will include information about:

  • Board of Directors: The number of individuals who will serve, the time each person will serve, specific qualifications, and how to choose/remove directors.
  • Officers: List of titles (president, vice president, etc.) and detailed descriptions of responsibilities.
  • Shareholders: Voting rights and procedures.
  • Shares: Number of shares issued and how individuals can transfer shares.
  • Meetings: Details of how the company will conduct meetings.

Our bylaws—free with registered agent service or incorporation—cover the basics and much more, including topics such as capital and finance, bookkeeping, access to records, amendment processes, and approval processes for special acts such as mergers, conversions, or dissolution.

Do corporate bylaws need to be signed?

Delaware state law does not explicitly require the signing of corporate bylaws. However, it is common practice to have all board members and officers sign the bylaws.

Can I amend my DE Corporate Bylaws?

Delaware allows shareholders to amend corporate bylaws. Your corporation can also extend that power to the board of directors. Alternatively, you can establish your own procedure for amending bylaws, as long as it doesn’t violate state laws.

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