Delaware Corporate Bylaws are a comprehensive guide that outlines the rules, policies, and procedures governing your corporation. They serve as a roadmap for running your business, covering everything from how to conduct annual meetings to (if the time should come) dissolving the company.

On this page, we’ll answer the following questions:

• Do I need Delaware Corporate Bylaws?
• Why should I have Delaware Corporate Bylaws?
• Are Delaware Corporate Bylaws public records?
• What should I include in my Delaware Corporate Bylaws?
• Do Delaware Corporate Bylaws need to be signed?
• Can I amend my Delaware Corporate Bylaws?

When you hire us as your Delaware registered agent or establish your corporation, we include FREE attorney-drafted Delaware corporate bylaws that you can personalize to suit your business’s needs.

Do I need Delaware Corporate Bylaws?

Delaware state statutes do not explicitly require corporate bylaws. For example, 8 DE Code § 109 states bylaws “may be adopted.” However, all references to bylaws strongly imply they will exist. In addition, having corporate bylaws can be crucial to growing a well-developed business.

Why should I have Delaware Corporate Bylaws?

Corporate bylaws help ensure consistent procedures and practices for running your Delaware corporation. In fact, bylaws can be one of your most important business documents. Here’s why:

• Corporate bylaws map out the rules for your corporation. From laying out the process for selecting your board of directors to implementing company-wide policies, corporate bylaws can ensure your business runs smoothly. Bylaws also help your company avoid internal conflicts that could cause bigger problems.
• Corporate bylaws make your corporation official. Your Delaware corporate bylaws are an official legal document. So, solid bylaws will help protect your limited liability status if your corporation were to face a lawsuit. In addition, banks or potential investors will likely ask to see your bylaws before getting into business with you.

Are Delaware Corporate Bylaws public records?

Nope. Your Delaware corporate bylaws are an internal document. The state does not require you to file your bylaws with the Division of Corporations.

What should I include in my Delaware Corporate Bylaws?

Your Delaware corporate bylaws can include anything within the bounds of state law. At a minimum, most corporations will include information about:

• Board of Directors: The number of individuals who will serve, the time each person will serve, specific qualifications, and how to choose/remove directors.
• Officers: List of titles (president, vice president, etc.) and detailed descriptions of responsibilities.
• Shareholders: Voting rights and procedures.
• Shares: Number of shares issued and how individuals can transfer shares.
• Meetings: Details of how the company will conduct meetings.

Our bylaws—free with registered agent service or incorporation—cover the basics and much more, including topics such as capital and finance, bookkeeping, access to records, amendment processes, and approval processes for special acts such as mergers, conversions, or dissolution.

Do Delaware corporate bylaws need to be signed?

Delaware state law does not explicitly require the signing of corporate bylaws. However, it is common practice to have all board members and officers sign the bylaws.

Can I amend my Delaware corporate bylaws?

Yes. Delaware allows shareholders to amend corporate bylaws. However, the business can extend that power to the board of directors. You can also establish your own procedures (so long as it doesn’t violate state laws) for amending bylaws.