Example of US Corporate Bylaws and Amendment Filing Process 

Introduction

Corporate bylaws are one of the most important internal governance documents for a US corporation. They define how decisions are made, who has authority, and how the company operates on a day-to-day basis. While most corporations adopt corporate bylaws at the time of incorporation, many founders do not review or update them as the business grows.

At Ebizfiling, we regularly review corporate bylaws for US corporations and assist with updates when ownership structures, management roles, or governance practices change. This blog explains what corporate bylaws are, what they typically include, and how the internal amendment approval and documentation process works in practice.

What Are Corporate Bylaws in the US?

Corporate bylaws are internal rules adopted by a corporation after incorporation. They act as a governance framework for directors, officers, and shareholders.

Although corporate bylaws are legally binding, they are not public documents and are generally not filed with the Secretary of State. Instead, they are maintained as part of the corporation’s internal records.

Corporate bylaws are commonly reviewed or requested during:

• Bank account opening
• Investor or buyer due diligence
• Fundraising rounds
• Corporate restructuring
• Internal disputes

Clear and updated corporate bylaws help avoid ambiguity and support consistent decision-making.

What Is Included in Corporate Bylaws?

Most corporate bylaws in the US include provisions covering:

• Composition, powers, and appointment of directors
• Roles and responsibilities of officers
• Procedures for board and shareholder meetings
• Voting rights and quorum requirements
• Share issuance and transfer rules
• Maintenance and inspection of corporate records
• Indemnification of directors and officers

While the structure of bylaws is broadly similar across corporations, the content should always reflect the company’s actual governance practices and comply with state law and the certificate of incorporation.

Example of Corporate Bylaws Structure

This structure helps corporations maintain governance consistency as they scale.

Why Do Corporate Bylaws Need Amendments?

Corporate bylaws are not static documents.

Amendments are often required when:

• New shareholders or investors are added
• Board composition changes
• Officer roles are revised
• Voting or approval rights are modified
• Business operations expand or restructure

Operating with outdated bylaws can create issues during audits, transactions, or internal decision-making.

Amendment Approval and Documentation Process for Corporate Bylaws

The amendment of corporate bylaws is not a filing process, but an internal approval and documentation process. In most US states, bylaw amendments do not require filing with the Secretary of State.

The standard process typically includes:

• Proposing the amendment
• Obtaining approval from the board and or shareholders, as required by state law and the certificate of incorporation
• Recording approvals through written resolutions or meeting minutes
• Updating the bylaws and retaining the amended version in corporate records

Even when no government filing is required, proper documentation is essential for legal validity and future verification.

Who Has the Authority to Amend Corporate Bylaws?

The authority to amend corporate bylaws depends on state law and the certificate of incorporation. In many states, shareholders have default authority to amend bylaws. Boards of directors may also have amendment powers if the charter permits it.

Because amendment authority varies by jurisdiction and charter language, corporations should review their governing documents before making changes.

Do Amended Corporate Bylaws Need to Be Filed With the State?

In most cases, corporate bylaws and their amendments are internal documents and do not require filing with the Secretary of State.

However, companies must ensure that:

• Amendments are properly approved
• The updated bylaws are clearly dated
• Prior versions are retained for record-keeping

Poorly maintained bylaw records can raise concerns during compliance reviews, banking checks, or due diligence.

Risks of Not Updating Corporate Bylaws

Outdated corporate bylaws can result in:

• Invalid board or shareholder decisions
• Internal governance disputes
• Delays in fundraising or acquisitions
• Issues during audits or bank reviews

From a governance standpoint, updated bylaws demonstrate disciplined and compliant operations.

How Ebizfiling Helps With Corporate Bylaws

At Ebizfiling, we support US corporations with corporate bylaws through a practical, compliance-focused approach:

• We review existing corporate bylaws for accuracy
• We identify gaps based on current operations
• We draft bylaw amendments aligned with business changes
• We prepare board and shareholder resolutions
• We ensure proper documentation and record maintenance

Our work is based on real compliance cases, not generic templates.

Conclusion

Corporate bylaws form the foundation of internal governance for US corporations. Keeping them updated through a proper internal amendment approval and documentation process helps maintain clarity, compliance, and operational stability.

At Ebizfiling, we help businesses ensure their corporate bylaws accurately reflect how the company operates.

Frequently Asked Questions