Virginia Corporate Bylaws
Virginia corporate bylaws are internal legal documents created by corporations, which determine the policies and roles within the company. Bylaws establish the powers and duties of shareholders, officers, and directors, as well as procedures like voting, holding meetings, and even what to do in emergency situations.
Every corporation in Virginia is required to adopt bylaws, but this can be a daunting task for new business owners. We can help you get started with our free, attorney-drafted Virginia bylaws template. Just fill out, download, and print your corporate bylaws, with the option to save your progress at any point.
What Should Virginia Corporate Bylaws Include?
VA Code § 13.1-624 offers some suggestions for what your bylaws may include, but you’re free to include any policies that work for your Virginia corporation, as long as they’re consistent with the law and your Articles of Incorporation. At the least, your bylaws should cover the following topics:
- Meetings
- Issuing and transferring stock
- Powers and responsibilities of officers
- Finances
- Record-keeping
- Amendments and emergencies
- Dissolution
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Are Corporate Bylaws Required in Virginia?
Yes. VA Code § 13.1-624 states, “The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.” Usually, bylaws are adopted by the board of directors at the first organizational meeting.
Are bylaws legally binding?
Yes. Even though bylaws are internal documents (meaning you don’t need to submit them to the Virginia Secretary of the Commonwealth) they are still legally binding. If a court finds that your bylaws have been violated, it could jeopardize your corporation’s limited liability protections.
Why Are Virginia Corporate Bylaws Important?
Apart from being a legal requirement, there are some important reasons why you should take your bylaws seriously, including:
Corporate bylaws establish the rules of your corporation.
Corporations are complex organizations with a lot of moving parts. Without clear, agreed upon policies, a corporation could easily devolve into chaos. Corporate bylaws establish basic processes, like when and where meetings are held and how voting works. Bylaws also establish the powers and duties of officers, directors, and shareholders, so that there’s no confusion over who’s in charge.
Strong bylaws show that your corporation is legitimate.
It’s important to have sound corporate bylaws you can show to banks, investors, and other business associates, so they can trust that your company is operating legally. If your corporation is ever sued, the strength of your bylaws (and whether they were followed) can make a big difference in the court’s ruling.
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