Why Do You Need Corporate By-laws for Your Company?

Corporate by-laws are one of the foundational documents of a corporation. They commonly provide general rules regarding how the business is to conduct its affairs from a legal perspective. They address a wide variety of organizational details, including who will be authorized to sign documents on behalf of the corporation, the provision for committees of the board of directors, and the roles of officers of the corporation. Corporate by-laws normally also outline meeting procedures for shareholder and director meetings.

Because corporate by-laws have to be very detailed, it is ideal to have a lawyer assist with the drafting of the corporate by-laws. Eric P. Cohen, Barrister & Solicitor, an Ontario lawyer, has assisted many companies and not-for-profit organizations with the creation and the amendment of corporate by-laws.

The board of directors is usually charged with the responsibility of drafting and approving corporate by-laws. Once corporate by-laws are passed by the board of directors, they must generally be submitted to the shareholders at a meeting of shareholders so that they can vote on whether to confirm the by-laws. Shareholder approval normally requires a Special Resolution, which is usually a 2/3 majority of the votes cast. In some cases, the approved by-laws must then be filed with the relevant government agency that regulates corporations in the jurisdiction of incorporation.

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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