Generate comprehensive corporate bylaws for your Delaware or state-law corporation. Customize board structure, officer roles, stockholder meeting procedures, quorum requirements, indemnification, and amendment provisions with real-time preview.
I built this corporate bylaws generator to help founders, corporate counsel, and business owners create professional governing documents without starting from scratch. Corporate bylaws are the foundational internal rules that govern how your corporation operates, from board meetings and officer elections to stockholder voting and indemnification of directors. Every corporation needs properly drafted bylaws, whether you are incorporating in Delaware, California, New York, or any other state.
This generator produces comprehensive bylaws that follow the standard corporate format used by major law firms. The document includes all essential articles: offices, stockholder meetings and voting, board of directors structure and committees, officer roles and duties, stock certificates and transfers, indemnification and advancement of expenses, and amendment procedures. Every field updates the live preview instantly, so you can see exactly how your bylaws will read before downloading.
The generator supports configurable board sizes with fixed or variable director counts, staggered board terms, cumulative versus straight voting, customizable quorum percentages, committee structures, multiple officer positions with detailed duties, and comprehensive indemnification provisions ranging from maximum protection to limited discretionary coverage.
Key features include: dynamic article numbering, proxy voting provisions, action without meeting clauses, inspection rights, emergency bylaws, conflict of interest policies, dividend and record date provisions, fiscal year configuration, and dual amendment authority for both the board and stockholders.
Corporate bylaws are the internal governing document that establishes the rules and procedures for how a corporation operates. They cover board structure, officer roles, meeting procedures, voting requirements, and amendment processes. Most states require corporations to adopt bylaws, and they are essential for proper corporate governance.
Early-stage startups often begin with one to three directors for quick decision-making. As the company grows and takes on investors, boards typically expand to five or seven members. An odd number is preferred to avoid tie votes. Delaware law requires at least one director.
Under straight voting, each stockholder casts one vote per share for each director seat. Under cumulative voting, stockholders may concentrate all their votes on a single candidate, giving minority stockholders greater representation. Delaware does not require cumulative voting unless the certificate of incorporation provides for it.
A majority of directors for board meetings and a majority of outstanding shares for stockholder meetings are the most common quorum requirements. Delaware law allows stockholder quorums as low as one-third, but going below a majority is unusual and may concern investors.
Yes, indemnification provisions are essential for attracting qualified directors and officers. Delaware law permits corporations to indemnify against expenses, judgments, and settlement amounts. Most well-advised corporations adopt the broadest indemnification permitted by law, including advancement of legal expenses.
Under Delaware law, the board can amend bylaws if the certificate of incorporation grants this authority, which is standard. Stockholders always retain the right to adopt, amend, or repeal bylaws. Some protective provisions may require stockholder-only amendment authority.