Skip to main content
5900 Balcones Drive Suite 100, Austin, TX 78731 | (512) 318-2199

Texas Corporate Bylaws

Corporate bylaws define your Texas company’s operating standards and procedures so every one knows their roles, responsibilities, and what to do if conflicts arise. Your Texas bylaws also specify percentage of ownership, share amounts and value, and how everyone gets paid.

The best way to keep chaos at bay is to have a set of corporate bylaws supporting your corporation on day one! That’s why we provide professionally written corporate bylaws for free with every incorporation filing. Written by our Texas lawyers for Texas corporations, they are good to go as is and can be customized to grow with your business.

Free Bylaws with Incorporation Filing & Registered Agent Service- $135 + state fees

What Are Corporate Bylaws?

Corporate bylaws are a set of regulations that determine your corporation’s daily operations and internal structure, such as:

  • Who’s in charge? Corporate bylaws spell out roles, responsibilities and rights for directors, officers, and shareholders. They contain clauses for how people leave or join the corporation and how the bylaws can be updated or amended.
  • Where does the money go? We all like to get paid, and bylaws contain the process for who gets how much and when. There is also a page called the “Banking Resolution” that contains all the business bank account details for your corporation. Clauses that regulate how the corporation’s income is invested or otherwise used is also included.
  • What if there’s a disagreement? Your bylaws will spell out how disputes are resolved. If someone in the corporation thinks the rules of the bylaws have been broken, or if the corporation is sued by an outsider, well written bylaws can save you money in legal fees and protect your assets.
  • What if the corporation closes down? If the worse should happen, and your corporation doesn’t survive and needs to close, your bylaws will state how to dissolve the entity and divvy up the assets and cash among everyone involved.

Having details like those above in writing from the beginning can prevent a lot of legal and financial trouble down the road. If this doesn’t convince you to adopt a set of bylaws for your corporation, take a look at some more reasons below.

Do I Need Bylaws for My Corporation?

There are many reasons why you need bylaws for your corporation:

  • Corporations are legally required to adopt bylaws in Texas – Section 21.057 of the Texas Business Organizations Code states that the board of directors of a corporation shall adopt initial bylaws. So, if your company gets caught in a legal battle without bylaws, you could face some serious legal consequences.
  • Corporations need structure and support to thrive – If your corporation were a building, the bylaws would be the foundation and the blueprints. They spell out important operating procedures and the rights everyone has for participating in the entity. How can a business grow and move forward successfully if no one knows what they are responsible for?
  • Corporations gain legitimacy with bylaws – If you plan on attracting investors, applying for any kind of bank loan, or even opening a business bank account, you will need to reveal your bylaws. Not only do they provide the steps for how shares are sold to investors and how loan funds are to be used, bylaws prove to investors and financial institutions that your business means business! They prove to them that your corporation is organized, professional, and plans on being active for the long term.

Running a thriving corporation in Texas involves juggling a mix of financial and legal obligations. Why take the chance of running your company without the protection of bylaws? Use our free bylaws written by our Texas laywers. When you hire us for your corporate filing or registered agent service, you can download it, fill it out online, or print it out all from your secure client portal!

Yes, I Want Free Bylaws with My Filing or Service Order- $135 + state fees

What Our Corporate Bylaws Include

If the thought of writing corporate bylaws on your own is overwhelming, you’re not alone! That’s why we provide free custom bylaws for all our corporate clients, so you can spend that time and energy running your business instead. Below is a run down of the articles provided in our free bylaws:

Article 1: Company Formation – covers basic corporation details like registered agent location, business purpose, entity type and origin.

Article 2: Board of Directors – establishes the rights and responsibilities of the board of directors, including how they are appointed, removed, and paid. This section also provides details on how meetings are scheduled and meeting notices are sent.

Article 3: Stock – explains the type and number of stock and classes of shares the corporation is allowed to sell. Also addresses issues like how stock certificates issued, what happens if they get destroyed, and how they can be transferred to someone else.

Article 4: Shareholders’ Meetings – addresses the where, when, how often, and procedure for holding these meetings.

Article 5: Officers – attends to the basic types of officer (president, vice-president, secretary, treasurer) and their rights, responsibilities, and salaries.

Article 6: Capital & Finance – deals with who controls where corporation income gets saved, invested, and how everyone gets paid.

Article 7: Books & Records – focuses on how meeting minutes are recorded, shareholder list is maintained, and all other state and legal business documents are stored (bylaws, annual reports, taxes, etc.).

Article 8: Notices – confirms how and when all directors, officers, and shareholders are to notify the corporation of any changes in contact information. Also covers how everyone receives any kind of notice like corporate updates, meeting times, etc.

Article 9: Special Corporate Acts – addresses the process for signing checks, mergers and conversions, and dissolution, and other specialized corporate acts.

Article 10: Amendments – identifies who can make changes to the bylaws and the amendment procedure.

The board of directors are in charge of officially adopting bylaws for the corporation. Though their signatures are not required by law, it is highly recommended that each director signs the bylaws to show their approval. An area for signatures is provided on the last page.

How to Make Changes to Your Corporate Bylaws

The rules for making amendments are established in the bylaws themselves. For example, you might decide that in order to reach a quorum (the minimum number of shareholders required to approve or deny an amendment) there needs to be a two-thirds majority, as opposed to a simple majority. You can even limit who has the right to vote on bylaw amendments to shareholders only, or directors or officers only, or whatever you think is best for your corporation.

To make bylaw amendments, you can find and download standard bylaw amendment forms online. Amendments do not need to be filed with the state, they are simply kept with your orginal bylaws document. This way, the history of your corporation and its changes can be clearly seen.

While bylaws and bylaw amendments are not filed publicly with the state, you may need to notify the state if you change any details that are kept on file with the Secretary of State (ex: officer names and addresses, business purpose, entity type, etc.). To notify the state, you can submit a Public Information Report (PIR, free to file with the TX Comptroller) or a Certificate of Amendment ($150, filed directly with state). The PIR can take the TX Comptroller several weeks to process, whereas the Certificate of Amendment is processed by the Secretary of State in around 5 business days.

How To Get Free Professional Corporate Bylaws

When you hire Texan Registered Agent to be your registered agent or to file your Articles of Incorporation, we do our best to provide for all your business needs. That’s why we had our Texas lawyers draft a bylaws template that could serve all our corporate clients. This will save you an incredible amount of time, energy, and stress in trying to write your own! Check out some other benefits 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 form your corporation for you, so you can focus on running your business
  • Texas 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!
  • FREE Corporate Bylaws – store it in your protected client portal with your Articles of Incorporation. Download, print, or view 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 Texas Business Experts – call us with all your Texas business questions, we’ll help you find what you need

We have the products, services and the expertise to give your corporation a leg up over your competition. We look forward to hearing from you!

Get Corporate Formation, Registered Agent Service & Free Bylaws Today- $135 + state fees

FAQ Section

Need more information? Check out some of the most commonly asked Texas corporation questions below. Or, give us a call during business hours to speak to our Texas business experts (512) 318-2199.

Who is supposed to write the bylaws for my corporation?

It is the duty of the board of directors to adopt bylaws for the corporation. This means they can either do the reading and research to write them on their own, choose to hire a lawyer to write the bylaws for them, or find a company that provides professionally written bylaws for free (like we do!).

Can I write my own corporate bylaws?

Yes, you can write your own corporate bylaws if you have the time and patience to do the research. However, because a corporation’s structure is fairly complicated, we highly recommend you seek the assistance of a lawyer to doublecheck your legal phrasing and to make sure all the important points are being addressed.

Are my bylaws public record?

Unlike your Articles of Incorporation, the bylaws are not available to the public or sent to the Texas Secretary of State for safe keeping. They are a private internal business record and shown only to others at special request (like banks, lawyers, investors, etc.).

Are corporate bylaws legally binding?

As long as the bylaws do not contain any clauses that break state laws, corporate bylaws are legally binding and enforceable as a legal contract between all directors, officers, and shareholders of the corporation.

Do my bylaws need to be signed?

Bylaws do not need to be signed to be officially adopted by the board of directors. However, getting the signatures of all directors on your bylaws is highly recommended. This way, there’s no question that everyone is aware of the rules and regulations, leaving less room for misunderstandings that can cause legal disputes down the road.

What happens if someone breaks the rules of the bylaws?

Violations of corporate bylaws can result in fines and damages awarded for losses to other members within the corporation. Directors and officers can be voted out of the corporation and lose their shares. In some extreme cases, criminal charges could even be filed with regards to the breaking of corporate bylaws.

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 can send you a 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, new bylaws may need to be adopted with the approval of all the directors. This new bylaws will override the original document, even if you wind up finding it later.

 


MENU