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.
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.
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.
LLCs are not required to have bylaws. However, they are governed by an operating agreement which is like a corporation's bylaws.
Creating by-laws When incorporating under the Canada Not-for-profit Corporations Act (NFP Act), you have to create by-laws. They set out the rules for governing and operating the corporation. They can be modified at a later date as the needs of the corporation change.
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.
A California Close Corporation may not have more than 35 shareholders. It must have a written Close Corporation agreement, Articles of Incorporation, and active management by shareholders.
There are two main requirements for naming a California corporation, ing to CCR Section 21001.1: A corporate name must be distinguishable in the records from existing business names. A corporate name cannot mislead the public through similarity to an existing name or false claims.