Corporate bylaws are a company's foundational governing document. They lay out how things should run day-to-day and the processes for making important decisions. They serve as a legal contract between the corporation and its shareholders, directors, and officers and set the protocol for how the organization operates.
Does California Require Corporate Bylaws? No. The California Corporations Code does not explicitly state that corporations must have corporate bylaws.
Corporations are required to have not less than three directors unless (1) shares have not been issued, then the number can be one or two, (2) the corporation has one shareholder, then the number can be one or two, or (3) the corporation has two shareholders, then the number can be two.
By-laws Adoption. – Every corporation formed under this code, must, within one month after receipt of official notice of the issuance of its certificate of incorporation by the Securities and Exchange Commission, adopt a new code of by-laws for its government not inconsistent with this code.
It is important to realize, however, that bylaws are not required as a matter of law with one exception. Bylaws are required when the articles of incorporation do not specify the number of directors in a corporation.
California corporate name In such cases, the name must end with "Corporation," "Company," "Incorporated," "Limited" or an abbreviation thereof. The name must not be likely to mislead the public.
Corporations Code - CORP. TITLE 1 - CORPORATIONS. DIVISION 1 - GENERAL CORPORATION LAW.
Unlike sole proprietorships, a corporation can be owned by multiple people.
To form a corporation in California, Articles of Incorporation must be filed with the California Secretary of State's office. Forms for the most common types of Articles of Incorporation are available on our Forms, Samples and Fees webpage. You may use the form or prepare your own statutorily compliant document.