Doing Business in China

How to start a business corporation about Creating Your Corporate By-Laws

Corporate by-laws are written by the owners of the corporation at the time of its founding. Your Articles of Incorporation need to be filed with the state in which you incorporate, but the by-laws do not need to be filed with the state or federal government (unless the corporation is applying for non-profit status), but they should be kept with other corporate records in case of audit.

The by-laws should include:

The corporation's identifying information: name, address, and principal place of business; designation of the corporation as public or private.

Number of directors and corporate officers authorized for the corporation and their qualifications

If the corporation is a stock corporation, the number and type of shares and stock classes that the corporation is authorized to issue.

Procedure for director and shareholder meetings -- including frequency, location, and protocol.
Procedure for corporate record-keeping -- including rules for preparation and inspection of records and location of corporate record book.

Procedure for amending articles of incorporation and bylaws

Title and compensation of corporate officers

The fiscal (financial) year of the corporation

Rules on approval of contracts, loans, checks, stock certificates, and other types of corporate resolutions.

Financial audits and inspection of the corporate records.
After Your By-Laws are Written
After you or another corporate director or a committee of your board of directors has prepared the corporate by-laws, they must be approved by the board. The by-laws are part of your corporate records and must be in a place where they can be viewed by the Internal Revenue Service or your state or another entity which might want to audit your records.

How to start a business corporation about Creating Your Corporate By-Laws