Free template · 41 jurisdictions

Bylaws templates by jurisdiction

Corporate bylaws (by-laws in Canada) set out the internal rules of the corporation, board meetings, officer roles, share-class details, indemnification, fiscal year, and amendment mechanics. The statutory backdrop varies, but the topics covered are remarkably consistent. Each template below provides a working starter anchored to the governing statute of the jurisdiction.

Why jurisdiction matters

Bylaws are the corporation’s own rulebook. They’re adopted by the directors (or the incorporator, then ratified by the board) and amended by the shareholders or directors depending on the statute. Unlike the articles, bylaws are not filed publicly, they live in the minute book and are produced on demand in diligence. A clean, modern set of bylaws is one of the first things diligence counsel reviews.

Each jurisdiction template covers the same operative provisions, corporate offices, shareholder meetings, board structure and meetings, officer roles, share certificates, indemnification, fiscal year, amendments, with statute-aware references for the home jurisdiction.

Pick your jurisdiction of incorporation

Each template is statute-aware and free to download by email.

Canada

About this template

Bylaws (also called by-laws in Canada) are the corporation's internal rulebook: the operating procedures that govern how the corporation actually runs, distinct from the articles of incorporation that establish the corporation's legal existence. Bylaws cover meeting mechanics, board structure, officer roles and authorities, share-certificate procedures, indemnification, fiscal year, and the procedure for amending the bylaws themselves. They're adopted at incorporation by the initial directors and amended as the corporation evolves.

When you need it

At incorporation, before the first board meeting
When investors require bylaw amendments at a priced financing (protective provisions often live in bylaws)
When changing officer titles or authorities
When changing fiscal year, indemnification scope, or share-certificate procedures
When a diligence engagement surfaces gaps in the existing bylaws

What it should cover

Corporate offices and registered agent details
Shareholder meeting procedures: notice, quorum, voting, proxies, place and form
Board structure: number of directors, qualifications, terms, removal, vacancies
Board meeting procedures: notice, quorum, voting, written consent, telephonic attendance
Officer roles, appointments, authorities, and removal
Share certificate procedures: form, signatures, replacement of lost certificates
Indemnification of directors, officers, employees, agents
Fiscal year and accounting practices
Amendment procedure (typically board, sometimes shareholder)

FAQ

Common questions

Articles of incorporation (also called certificate of incorporation or charter) establish the corporation's legal existence and are filed publicly with the corporate registry. They set high-level structural elements: corporation name, share classes and rights, registered office. Bylaws are the internal operating rules and are not publicly filed; they live in the minute book.

Yes, under all common-law corporation statutes. The initial directors (or sometimes the incorporator) adopt bylaws shortly after incorporation. A corporation operating without bylaws falls back on statutory defaults, which are generally less favorable for the corporation.

Depends on the statute and the bylaws themselves. Default under most statutes: the board of directors can amend bylaws, subject to certain matters reserved for shareholders. Bylaws may also restrict amendment to require shareholder approval, or to require supermajority votes for specific provisions.

Both. Start with a jurisdiction-aware template that captures the standard provisions, then customize the optional parts: indemnification scope, officer titles, supermajority requirements, board size. The structural provisions (meeting mechanics, quorum) rarely vary.

Sometimes. Some investors require bylaw amendments to add protective provisions, observer rights, or specific governance terms. Most protective provisions live in the certificate of incorporation (for amendment-resistant terms) but some lighter governance terms appear in bylaws.

Articles win. The articles are the higher-priority constitutional document; bylaws must operate within them. If a bylaw provision conflicts with the articles, it's unenforceable to the extent of the conflict.

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Bylaws templates by jurisdiction

Why jurisdiction matters

Pick your jurisdiction of incorporation

Canada (Federal / CBCA)

Alberta

British Columbia

Manitoba

New Brunswick

Newfoundland and Labrador

Nova Scotia

Ontario

Prince Edward Island

Quebec

Saskatchewan

Arizona

California

Colorado

Connecticut

Delaware

Florida

Georgia

Illinois

Indiana

Maryland

Massachusetts

Michigan

Minnesota

Missouri

Nevada

New Jersey

New York

North Carolina

Ohio

Oregon

Pennsylvania

South Carolina

Tennessee

Texas

Utah

Virginia

Washington

Wisconsin

Wyoming

United Kingdom

About this template

When you need it

What it should cover

Common questions

What's the difference between articles and bylaws?

Are bylaws required at incorporation?

Who can amend the bylaws?

Should bylaws be customized or template-based?

Do bylaws change at a priced financing round?

What happens if bylaws conflict with the articles?