This By-Laws document contains the following information: the name and location of the corporation, the shareholders, and the duties of the officers.
Purpose Of Bylaws For Corporations In Sacramento
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Multi-State
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Sacramento
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US-00444
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FAQ
1. DIRECTORS: Not less than three, unless there are only one or two shareholders of record, in which case the number of directors may be less than three but not less than the number of shareholders. 2. OFFICERS: The three required positions are President, Secretary and Treasurer.
The Delaware corporate code covers most of the topics normally addressed in the Bylaws. Therefore, if the Certificate of Incorporation sets forth the authorized number of directors there is no legal requirement that a corporation have bylaws.
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.
There's also the fact that if you don't list the number of directors in your Articles of Incorporation, you're legally required to list that information in your bylaws (see California Corp Code § 212). The bottom line: corporate bylaws are not legally required, but they're pretty much essential for your corporation.
LLCs are not required to have bylaws. However, they are governed by an operating agreement which is like a corporation's bylaws.
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.
To submit Form SI-100, you may file it online at the California Secretary of State's website or mail it to the Statement of Information Unit at P.O. Box 944230, Sacramento, CA 94244-2300. For in-person submissions, visit the Sacramento office located at 1500 11th Street, Sacramento, CA 95814.
Whether the LLC is member managed or manager managed, the LLC may have officers, including a president, chief financial officer, and secretary. Corp C §17154. Officers, like managers, may, but need not, be members.
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.