Writing Company Bylaws in Georgiaattorneys writing a bylaw agreement

Generally, corporations require that you observe more legal formalities than other entities such as Limited Liability Companies (LLC) and Limited Partnerships (LP). As our business formation lawyers at Sparks Law can explain, writing company bylaws in Georgia is a critical step in building your organization. Defining how your business will function can ensure your operation runs smoothly in the future.

What are Company Bylaws?

Company bylaws are the rules that govern a corporation. The primary purpose of this document is to establish in writing the reason(s) for a corporation’s existence, what goal(s) the corporation intends to meet, and what basic rules apply to its operation.

Almost every set of rules and regulations will establish things like the corporation’s name, who the directors and officers will be, and the obligations and responsibilities of those various parties. Speak with an experienced lawyer about the rules and regulations that are important to set for your specific company.

Georgia Requirements for Setting Corporate Bylaws

There are several matters that a corporation’s bylaws are required to address under state law. These mandated provisions include:

  • The establishment of an Annual General Meeting with a specific date, time, place, and procedures
  • Defining the circumstances that could justify a special shareholders’ meeting
  • Establishing how stock certificates may be issued and transferred, as well as the terms of stock ownership
  • Establishing rules for dividends, reserves, and declarations
  • Establishing appointment and removal procedures, special powers, meeting schedules, and remuneration of Board members
  • Establishing who will serve in various officer positions, how those officers will be chosen, and what procedures can be taken to remove them if necessary

If your corporation does not have bylaws in place, state law provides the default rules by which your corporation must be operated. In addition to these required provisions, there are many other topics you may wish to address in writing.

Personalizing Your Organization’s Rules, Regulations, and Procedures

There are relatively few restrictions on what you can address in your bylaws, provided it does not conflict with the Articles of Incorporation. Some of the additional provisions that should appear in these documents include:

  • Quorum and proxy rules for voting
  • Titles of officers and their responsibilities
  • Number and term of directors
  • Indemnification
  • Corporate records
  • Transfer of shares
  • Corporate seal

There is some flexibility within the bylaws as to how the corporation is governed. Personalizing your rules and regulations is your opportunity to document the things that reflect your values as a business owner. Working with an attorney familiar with Georgia law is often essential to writing personalized, comprehensive, and legally compliant company bylaws.

Who Drives the Process of Writing Regulations and Procedures for a Company?

With relatively few exceptions, the individuals undertaking the incorporation process for a new corporation—known formally as the “incorporators”—are also responsible for writing and enforcing company bylaws. In some situations, your new corporation’s board of directors may write and/or formally adopt bylaws as one of their first acts following the formation.

Filing the Document

Contrary to the procedures for Articles of Incorporation, there is no requirement under state law for incorporators or Board members of a corporation to formally file their company’s bylaws with the Secretary of State. However, that does not mean the bylaws will—or should—remain completely private. This document will often need to be disclosed to various business partners, creditors, and investors.

Discuss the Importance of Writing Company Bylaws in Georgia with an Attorney

Writing company bylaws in Georgia is essential because it helps demonstrate that you and your company are two separate entities. This formality helps shield your personal assets from business liability. Don’t put off drafting your organization’s rules and regulations. Call our office today to begin working on this vital document.