What Should You Include in Your Corporate By-Laws?

While forming a new corporation, one of the first things you need to do is create a set of corporate by-laws. Corporate by-laws set out the procedures and standards that will govern your corporation.

Although the complexity of your corporate by-laws will depend on the size of your business, all corporate by-laws should include the following basic information:

  • Your corporation’s identifying information, such as its legal name, and the jurisdiction of incorporation.
  • The titles and duties of corporate officers who are authorized to oversee the day-to-day management of the corporation.
  • Basic procedures your corporation will follow for both director and shareholder meetings. This generally includes the frequency of meetings, where they will be held, and the protocols that should be followed while they are in progress.
  • The different procedures your corporation will follow for record keeping. This should include rules for both the preparation and inspection of the records.
  • Procedures and rules regarding signing authority on behalf of the corporation.
  • Provisions regarding indemnification of directors and officers of the corporation.
  • The procedures your corporation will follow when amending its corporate by-laws.

Corporate by-laws are generally drafted by a lawyer, but can also be developed by the founder of the corporation or by the corporation’s board of directors. Regardless of who drafts this essential document, the corporation must ensure that the development and drafting of its by-laws is completed soon after the business is incorporated.

Articles on this blog are general in nature and are provided for informational purposes only. Use of this blog does not provide or replace individualized legal advice and does not create a solicitor-client relationship with our firm. Users who require legal advice on a particular matter should consult directly with Mr. Eric Cohen, Barrister & Solicitor, an Ontario lawyer or a competent lawyer in their Province or State.


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