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Are there any resources to help a startup to customise their bylaws?

Often when one uses a service to form a corporation they provide a boiler plate set of bylaws as part of the package, but I would assume that it would be appropriate to customise them to meet specific requirements.

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4 Answers

No bylaws are required in CA if you are a single member corporation. Bylaws are for corporations that issue stock or raise investments. Its not worth investing in them for your typical startup. You can always file them later once necessary, and have an attorney draft them to fit your exact business goals.

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Check out this thread about affordable legal forms. My understanding is that Sharon Drew is an experienced attorney offering affordable boiler plate forms with legal expertise available as backup if you need customization and advice. I've recently been in contact with Sharon for some legal advice. In my early contacts she has been top notch in every way.

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Don't you need to have your board approve the bylaws if it is a corporation? I honestly can't think of a very good example when the bylaws would come handy. Operating agreement, on the other hand, especially when there's more than one person involved, is quite important.

Have you formed the entity legally yet? If not, you're right, most of the services offer out-of-the-box solutions that are quite easy to customize.

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John -

A few thoughts:

  • The bylaws that I provide to clients are pretty thorough and up-to-date, so there are relatively few instances when clients feel a need to make any changes.
  • The greatest problem that I have seen from online services is that sometimes they use old bylaws that might mislead a naive client by omitting more recent developments in corporate law, such as conducting meetings by electronic means.
  • In CA (where I am located), there are legal requirements re the size of the board of directors based on the number of shareholders. It appears that bylaws from online services often fail to address this issue thoroughly.

You are right to want to be careful about bylaws and other corporate documents. Please see Corporate Housekeeping: Keeping Documents in Order and If You Think It Smells Bad Now, Wait until You Dig into It.

Dana

Disclaimer: This post does not constitute legal advice and does not establish an attorney-client relationship.

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