Free S Corp Bylaws Template Template for United States

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Key Requirements PROMPT example:

Free S Corp Bylaws Template

"I need a Free S Corp Bylaws Template for my new technology consulting business based in Delaware, with provisions for three founding shareholders who will also serve as board members and specific rules about quarterly board meetings."

Document background

Free S Corp Bylaws Template serves as a foundational document for small businesses operating as S Corporations in the United States. This document is essential when incorporating a business that wishes to maintain S Corporation tax status while providing limited liability protection to its owners. The bylaws outline corporate structure, governance procedures, and operational rules in compliance with both federal and state requirements. They become particularly important during major corporate decisions, ownership transfers, and potential disputes, serving as the primary reference for corporate governance matters.

Suggested Sections

1. Article I: Name and Offices: Corporation name and location of registered offices

2. Article II: Shareholders: Rights, meetings, voting procedures, and transfer restrictions for shareholders

3. Article III: Board of Directors: Composition, powers, meetings, and committees of the Board of Directors

4. Article IV: Officers: Officer positions, duties, and appointment procedures

5. Article V: Stock: Stock certificates, transfers, and restrictions

6. Article VI: Corporate Records: Maintenance of books, records, and minutes

7. Article VII: Fiscal Year: Definition of corporation's fiscal year

Optional Sections

1. Article VIII: Indemnification: Provisions for protection of directors and officers from liability

2. Article IX: Emergency Bylaws: Procedures and protocols for operation during emergency situations

3. Article X: Banking: Specific banking arrangements and procedures for the corporation

Suggested Schedules

1. Schedule A: Initial Directors: List of initial board members and their details

2. Schedule B: Initial Officers: List of initial corporate officers and their positions

3. Schedule C: Initial Shareholders: List of initial shareholders and their shareholdings

4. Appendix A: Shareholder Agreement: Supplementary agreement governing shareholder relations and rights

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses
Industries

Internal Revenue Code Requirements: IRC Sections 1361-1379 governing S Corporation requirements, including taxation, eligibility, and operational rules

Securities Exchange Act: Federal regulations regarding stock issuance and trading, applicable if the S Corporation plans to issue shares

Sarbanes-Oxley Act: Federal law establishing corporate governance and financial reporting standards for public companies

State Corporation Laws: State-specific legislative framework governing corporation formation, operation, and dissolution

State Business Corporation Acts: Comprehensive state statutes regulating corporate operations, shareholder rights, and governance structures

State Filing Requirements: State-specific documentation and registration requirements for maintaining corporate status

IRS S Corporation Regulations: Specific IRS rules governing S Corporation tax treatment, including filing requirements and restrictions

State Tax Regulations: State-specific tax laws and requirements applicable to S Corporations

Shareholder Limitations: Legal restrictions limiting S Corporations to 100 shareholders maximum and one class of stock

Shareholder Eligibility Requirements: Rules governing eligible shareholder types, excluding foreign shareholders and requiring U.S. citizenship or residency

Corporate Governance Structure: Requirements for Board of Directors structure, officer positions, voting rights, and meeting procedures

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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