Wyoming Corporate Bylaws
Corporate bylaws are the documents that govern your corporation in Wyoming. A corporation’s bylaws lay out the day-to-day operations of the business, addressing who does what, how the board of directors operates, when the annual meeting will be held, conflict resolution protocol, and how rules can be changed.
As part of our Wyoming incorporation service, we include a standard set of corporate bylaws written by our Wyoming lawyers at no additional charge! Fill it out online in your account, or download it and complete it with the other members of your corporation. It is yours to use as is, or customize it to better fit the needs of your business.
Does a Wyoming corporation need to have bylaws?
Yes, it is extremely important for your Wyoming corporation to have bylaws. Here’s a few reasons why:
- Bylaws are Required by Law: Chapter 16 of the Wyoming Business Corporations Act declares that every corporation shall have bylaws provided by the incorporators (those who formed the corporation) or the board of directors. Adopting the initial bylaws usually happens during the first organizational board meeting.
- Bylaws Legitimize Your Corporation: Most banks and investors will want to get a good look at your corporation’s internal documents, including your bylaws, before they decide to lend you any money. If you plan to run a fully fledged, professional corporation, corporate bylaws are a must.
- Bylaws Nail Down Rules, Regulations & Responsibilities: Your bylaws are a road map for how your company will operate internally. Everyone involved in your corporation needs to know their rights, and what they are responsible for doing. How will everyone get paid, how will corporate income be invested, and how changes to the organization can be made are all vital questions to address for avoiding future legal disputes.
Bylaws will govern how your corporation operates and can prove to banks, credit agencies, and possibly the IRS that your corporation is operating above board on all fronts.
Wyoming Corporate Bylaws Template
The idea of crafting a set of bylaws for your Wyoming corporation may be scary, but when you hire us to from your corporation, we can set you up with a custom set of bylaws at no extra cost, just another example how we go the extra mile for all of our customers.
Each set of bylaws will be specific to each organization, but the basic components of corporate bylaws are as follows:
Statement of Purpose: Pretty straightforward here. What does your business do? Why are you in business? How will your corporation reach its goals? Basically your statement of purpose describes what you do and why you do it.
Board of Directors: Corporate bylaws commonly include information that specifies, for example, the number of directors the corporation has, how they will be elected, their qualifications, and the length of their terms. It can also specify when, where, and how your board of directors can call and conduct meetings, and voting requirements.
Shareholders’ Meetings: One of the most important requirements a corporation has is its annual shareholder meeting. This bylaw will outline exactly when shareholders are entitled to receive notice with regards to shareholder meetings, and where and on what date meetings will take place.
Stock and Dividends: This is where you will set into your corporation’s law exactly who will be entitled to receive stock in the company, the different classes of stock that will be issued and to whom, and how the transfers of stock shall be made.
Officers: Officers are generally employees of a corporation, although they don’t always have to be. Your bylaws should include provisions for electing and appointing officers, and to specify whether or not these officers will be board members and what responsibilities they will have.
Indemnification: To indemnify someone is to absolve that person from responsibility for damage or loss arising from a transaction. You’ll most likely want to include a provision that protects your corporation’s directors and officers from any liability that they may be exposed to because of their association with the corporation.
Amendments: The only thing that stays the same is change, and in this case, adding an amendments provision to your corporate bylaws will allow your corporation to review and change any necessary rules or regulations as challenges arise.
As you can see, there’s a lot that goes into drafting effective bylaws that will protect your corporation and it’s shareholders, officers, and directors from misunderstandings that can lead to legal disputes. Take advantage of our services and get this professionally written document for free!
How do I make amendments to my bylaws?
When writing your bylaws, it is a good idea to include a section about how to amend the bylaws. You can download standard amendment forms online and fill them out whenever you need. Amendments do not need to be filed with the state.
Wyoming statute § 17-16-1020 (2019) states some rules for amending your corporate bylaws, but mostly the rules for amending them are established in the bylaws themselves. For example, you might declare that in order to reach a quorum (the number of members needed to vote on an amendment) there needs to be a two-thirds majority vote for or against the amendment, as opposed to a simple majority. You can even choose to limit who gets to vote on amending the bylaws to shareholders only, instead of directors or officers.
Do I have to include my name and address on my bylaws?
Yes. The name of your company, the names of shareholders, and the names of initial members must be included. This is how ownership of your company will be identified.
If you leave names and addresses off your bylaws and ownership of the corporation is ever disputed, you may wind up in court. A judge will determine who owns what based on whatever available evidence exists, which means properly filling out the bylaws and including pertinent personal information is a must. Since your bylaws are an internal document, you won’t have to worry about a breach in privacy.
Are corporate bylaws legally binding?
Corporate bylaws are legally binding, and generally enforceable as a contract between the members of the corporation. Violations of corporate bylaws can result in fines and damages awarded for losses to other members within the corporation. In some extreme cases, criminal charges could even be filed with regards to the breaking of corporate bylaws.
How to Get Professionally Written Bylaws for Free
When you hire Best WY Registered Agent to be your registered agent or to file your Articles of Incorporation, you’ll get free bylaws drafted by our Wyoming lawyers. This will save you an incredible amount of time, energy, and worry over writing your own. Check out some other advantages to using our services:
- Address Privacy- use our registered agent address, instead of your own, on public state record and in your bylaws
- Expert Filing Service- hire us to be your registered agent or to form your corporation for you, while you spend your time running your business
- Wyoming Business Presence Package- own your business domain, make a secure website, and create up to 10 business email addresses featuring your business domain (+business phone number) for no money down. Get your company up and running with the state and online, all under one roof!
- FREE Corporate Bylaws- store it in your protected client portal with your Articles of Incorporation, access it 24/7 from your phone or computer
- FREE Forms Library- download and submit any state filing on your own, complete with instructions
- FREE Access to Wyoming Business Experts- call us with all your Wyoming business questions, we’ll help you find what you need
When you combine the enhanced privacy and asset protection laws of Wyoming with the natural protection of the corporate structure, it’s easy to see why you’re choosing Wyoming as your company’s home state. We have the services and the expertise to give your corporation the boost it deserves.
FAQ Section
Have some questions? Take a look at the Q&A below, or give us a call during regular business hours at (307) 655-7303. Our local Wyoming experts are here to help you with all your Wyoming corporate needs!
Can I write my own corporate bylaws?
Yes, you can write up your own corporate bylaws. However, because a corporation’s structure is more complicated and involved than an LLC, for example, we highly recommend you seek the help of a lawyer to make sure your legal phrasing is solid and that you’re addressing all the important topics. Or, use a professionally written bylaws template (like ours).
Are corporate bylaws public record?
Unlike your Articles of Incorporation, the bylaws are not recorded in the public records or filed with the Wyoming Secretary of State. They are referred to as private internal business records and are shown to others at special request (like banks, lawyers, investors, etc.).
Do my bylaws need to be signed and notarized?
Bylaws do not need to be signed to be adopted by the board of directors. However, getting the signatures of all directors and officers on your bylaws is highly recommended. This way, there’s no question that everyone knows what they are getting into and clears the road of any obvious potential legal bumps!
As far as having the bylaws notarized, this is not usually required. Some banks and lenders may want to see a notarized copy, but that is there own internal requirement. Check with your bank or lender and ask them if they have a notary public on staff that can peform this service for you for free.
Where should I keep my bylaws?
It’s a good idea to keep your bylaws, and any amendments made to it, along with all meeting notes locked away somewhere safe. Or, you can keep them online in an encrypted storage account (as we provide you with our services). You will want ready access to them in case of any disputes, but also in a private safe area so the personal information they contain can’t be stolen.
What if I lose my bylaws?
If you lose your copy of the bylaws, check in with the board of directors or company officers to see if they have their copy. Or, if you’re in a legal dispute with them, ask your lawyer to subpoena the directors and/or officers for a copy of the bylaws.
You can also check in with the bank where you opened the business bank account, they may have taken a copy of the bylaws for their records.
Otherwise, you may need to write up a new bylaws document and get the approval of everyone involved. This new bylaws will override the original document, even if you wind up finding it later.