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Corporate Bylaws

Incorporation Law


Incorporation Law

Canada (Federal)

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Frequently Asked Questions
Why is this choice important?Canadian companies can be incorporated under territorial, provincial or federal law. Choose whichever law applies to your corporation. The bylaws will be drafted in accordance with the chosen law and that law will apply in the event of any disputes that may arise between the shareholders.Why is British Columbia not available?Most Canadian Provinces have a Business Corporations Act which broadly follows the federal Business Corporations Act.

We offer a different product for British Columbia because the BC legislation is different and requires a different template and different terminology. You can find our product for BC on the All Documents page.


Your Corporate Bylaws

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BYLAWS OF ____________________
(the "Corporation")


  1. SHAREHOLDERS

  2. Membership
  3. The shareholders of the Corporation (the “Shareholders”) will consist of persons who are genuinely interested in furthering the objects of the Corporation.
  4. No shareholding in the Corporation will be transferred without the approval of the board of directors of the Corporation (the “Board”) either by a resolution of the Board passed at a meeting of the Board or by an instrument or instruments in writing signed by all of the directors (the “Directors”).
  5. Any Shareholder may withdraw from the Corporation with the approval of the Board of (a) the withdrawal in principle; and (b) the proposed transferee of the shareholding, where the shares in question are non-redeemable.
  6. The Shareholders have the preemptive right to purchase any new issue of stock in proportion to their current equity percentage. In the event that a Shareholder withdraws from the Corporation the remaining Shareholders have the preemptive right to purchase that shareholding in proportion to their new equity percentage following the withdrawal. A shareholder may waive any preemptive right.
  7. Annual Meeting
  8. A meeting of the Shareholders will be held annually for the purpose of electing the Directors and for the purpose of doing other business as may come before the meeting. The first annual meeting will be called by the Board for a date not more than 18 months after incorporation and will subsequently call an annual meeting for a date not more than 15 months after the last annual meeting and no more than six months after the end of the Corporation's previous financial year.
  9. Special Meetings
  10. Unless otherwise prescribed by statute, special meetings of the Shareholders, for any purpose or purposes, may only be called in the following ways:
    1. By a majority of the Board; or
    2. By the president of the Corporation (the "President"); or

  11. The Board will determine the time, place and date of any special meeting provided that, in the case of a special meeting called by the requisite percentage of Shareholders in accordance with these Bylaws, the Board will issue notice of the special meeting within 21 days of receipt of the written demand(s) by the relevant Officer of the Corporation.
  12. Place of Meeting
  13. The annual meetings or special meetings of the Shareholders may be held in the Province of  at a place to be determined at the discretion of the Board. Meetings may be held at a specified location outside the Province of  with the agreement of all Shareholders entitled to vote at the meeting. If no designation of the location is made for any annual or special meeting of the Shareholders, the place of the meeting will be the Registered Office of the Corporation in .
  14. Notice of Meetings
  15. not less than 10 days, but not more than 60 days The written notice of the meeting will state the place, date and hour of the meeting, the means of remote communications, if any, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.
  16. If mailed, notice is given when the notice is deposited with Canada Post, postage prepaid, and directed to the Shareholder at the address of the Shareholder as it appears on the records of the Corporation. An affidavit of the secretary (the "Secretary") of the Corporation that the notice has been given will, in the absence of fraud, be prima facie evidence of the facts stated in the notice.
  17. A written waiver, signed by the person entitled to a notice of meeting, or a waiver by electronic transmission by the person entitled to that notice, whether before or after the time stated in the notice, will be deemed equivalent to the person receiving the notice. Further, attendance of a person at a meeting will constitute a waiver of notice of that meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.
  18. Resolution in lieu of Meeting
  19. Any action which may be taken at an annual or special meeting of the Shareholders, may be taken without a meeting, without prior notice and without a vote, if passed by a resolution in writing signed by all the Shareholders entitled to vote on that resolution at a meeting of the Shareholders. A copy of every resolution passed in this way will be filed with the minutes of the meetings of Shareholders.
  20. Remote Communication Meetings
  21. Remote communication means any electronic communication including conference telephone, video conference, the internet, or any other method currently available or developed in the future by which Shareholders not present in the same physical location may simultaneously communicate with each other.
  22. In the sole and reasonable discretion of the Board, a meeting of Shareholders of the Corporation may be held at a specific location or may be held by any means of remote communication. Where a meeting will employ remote communication, one or more Shareholders may participate by means of remote communication or the meeting may be held solely by means of remote communication at the sole discretion of the Board. Where any remote communication is used in a Shareholder meeting, all Shareholders must be provided a reasonable opportunity to participate in the meeting and all Shareholders participating in the meeting must be able to simultaneously hear each other during the meeting. All votes or other actions taken at the meeting by means of electronic transmission must be maintained as a matter of record by the Corporation. Participation in a meeting using any form of remote communication will constitute presence in person at the meeting.
  23. List of Shareholders Entitled to Vote
  24. The Officer who has charge of the List of Shareholders of the Corporation will prepare and make, the day before notice of meeting of the Shareholders is sent, a complete list of the Shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each Shareholder and the number of shares of stock registered in the name of each Shareholder. The list must be available for inspection by any Shareholder during the meeting. The list must be provided for any purpose related to the meeting:
    1. On a reasonably accessible electronic network, so long as the information required to access the list is provided with the notice of the meeting; or
    2. During ordinary business hours at the Registered Office of the Corporation in .
  25. If the Corporation decides to make the list available on an electronic network, the Corporation will ensure that this information is available only to Shareholders of the Corporation. If the meeting is to be held at a physical location, then the list will be produced and kept at the time and place of the meeting during the whole time of the meeting and may be inspected by any Shareholder who is present.
  26. If the meeting is to be held solely by means of remote communication, then the list will also be open to the examination of any Shareholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access the list will be provided with the notice of the meeting.
  27. If any Director wilfully neglects or refuses to produce the list of Shareholders at any meeting for the election of Directors, or to open such a list to examination on a reasonably accessible electronic network during any meeting for the election of Directors held solely by means of remote communication, those Directors will be ineligible for election to any office at that meeting.
  28. The List of Shareholders will be the only evidence as to who are the Shareholders entitled by this section to examine the list required by this section or to vote in person or by proxy at any meeting of Shareholders.
  29. Quorum and Required Vote
  30. A minimum of __________ percent of the shares entitled to vote, present in person or represented by proxy, will constitute a quorum entitled to take action at a meeting of Shareholders.
  31. In all matters other than the election of Directors, any act of the Shareholders must be passed by an affirmative vote of the majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter.
  32. Directors will be elected by a majority of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of Directors.
  33. Where a separate vote by a class or series or classes or series of shares ("Eligible Shares") is required, __________ percent of the outstanding Eligible Shares present in person or represented by proxy, will constitute a quorum entitled to take action with respect to that vote on that matter. Any act to be taken must be passed by an affirmative vote of the majority of the outstanding Eligible Shares present in person or represented by proxy.
  34. Shareholders Voting Rights and Proxies
  35. Subject to the Articles of Incorporation, each Shareholder will be entitled to one vote for each share of stock held by that Shareholder.
  36. Each Shareholder entitled to vote at a meeting of Shareholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for that Shareholder by proxy, but no proxy will be valid after 11 months from the date of its execution unless the proxy provides for a longer period.
  37. Execution of a proxy may be accomplished by the Shareholder or by the authorized Officer, Director, employee or agent of the Shareholder, signing the writing or causing that person's signature to be affixed to the writing by any reasonable means including, but not limited to, by facsimile signature.
  38. A duly executed proxy will be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the shares or an interest in the Corporation generally.
  39. Voting Rights of Fiduciaries, Pledgers and Joint Owners of Shares
  40. Persons holding shares in a fiduciary capacity will be entitled to vote the shares so held. Persons whose shares are pledged will be entitled to vote, unless, in the transfer by the pledger on the books of the Corporation, that person has expressly empowered the pledgee to vote the shares, in which case only the pledgee, or that pledgee's proxy, may represent and vote the shares.
  41. Voting Trusts and Other Voting Agreements
  42. Two or more Shareholders may, by agreement in writing, create a voting trust by depositing their shares with a voting trustee, who will have the authority to vote the shares in accordance with the terms and conditions of the voting trust agreement. To be valid, the voting trustee must deliver copies of the list of Shareholders and the voting trust agreement to the Principal Office of the Corporation. Upon receiving the voting trust agreement, the Corporation will issue new share certificates in the name of the trustee and cancel the old share certificates. The new share certificates issued will state that they are issued pursuant to a voting trust agreement.
  43. Any amendment to a voting trust agreement will be made by a written agreement, a copy of which will be filed with the Principal Office of the Corporation.
  44. The right of inspection of any voting trust agreement or related amendment by a Shareholder of record or a holder of a voting trust certificate, in person or by agent, will be the same right of inspection that applies to the securities register of the Corporation.
  45. An agreement between two or more Shareholders, if in writing and signed by the parties to the agreement, may provide that in exercising any voting rights, the shares held by them will be voted as provided by the agreement, or as the parties may agree, or as determined in accordance with a procedure agreed upon by them.
  46. The above provisions concerning voting trusts and voting agreements will not be deemed to invalidate any voting or other agreement among Shareholders or any irrevocable proxy which is not otherwise illegal.
  47. Cumulative Voting
  48. Shareholders may use cumulative voting elections when electing Directors.

  49. BOARD OF DIRECTORS

  50. General Powers
  51. The business and affairs of the Corporation will be managed by or under the direction of the Board.
  52. Number, Tenure and Quorum
  53. The Board will consist of one member, who will be a natural person. Directors need not be Shareholders. The Director will hold office until that Director's successor is elected and qualified or until that Director's earlier resignation or removal. Any Director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. In order to transact business at a meeting of the Directors, a quorum of __________ percent of the total number of Directors eligible to vote will be required. The vote of the majority of the Directors present at a meeting at which a quorum is present will be the act of the Board.
  54. Regular Meetings
  55. By resolution, the Board may provide the time and place, either within or without the Province of , for the holding of regular meetings without any notice other than that resolution.
  56. Special Meetings
  57. Special meetings of the Board may be called by or at the request of the President or by a majority of the Directors. The person or persons calling that special meeting of the Board may fix any date, time or place, either within or without the Province of , to be the date, time and place for holding that special meeting.
  58. Notice
  59. Reasonable notice of the date, time, and place, or places, of a meeting of the Board will be given individually to every Director.
  60. If written notice is mailed, correctly addressed to a Director's address as provided in the Corporation's current records, the notice will be deemed to have been given to that Director at the time of mailing. If written notice is sent by private carrier or if the written notice is sent by Canada Post, postage prepaid and by registered or certified mail, return receipt requested, the notice will be deemed to have been given to a Director on the date shown on the return receipt. Otherwise notice is effective when received by a Director.
  61. Notice of any Directors' meeting may be waived by a Director before or after the date and time of the meeting. The waiver must be in writing, must be signed by a Director, and must be delivered to the Corporation for inclusion in the minutes or filing with the corporate records. The attendance of a Director at a meeting of the Board will constitute a waiver of notice of that meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully convened.
  62. Action by Directors Without a Meeting
  63. Any action to be taken at any meeting of the Board or of any committee of the Board may be taken without a meeting if all members of the Board or committee, as the case may be, consent to it in writing, or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board, or committee. This filing will be in paper form if the minutes are maintained in paper form and will be in electronic form if the minutes are maintained in electronic form.
  64. Remote Communication Meetings
  65. Remote communication means any electronic communication including conference telephone, video conference, the internet, or any other method currently available or developed in the future by which Directors not present in the same physical location may simultaneously communicate with each other.
  66. A meeting of the Board may be held by any means of remote communication by which all persons authorized to vote or take other action at the meeting can hear each other during the meeting and each person has a reasonable opportunity to participate. This remote participation in a meeting will constitute presence in person at the meeting.
  67. Vacancies and Newly Created Directorships
  68. When vacancies or newly created directorships resulting from any increase in the authorized number of Directors occur, a majority of the Directors then in office, although less than a quorum, or a sole remaining Director will have the power to appoint new Directors to fill this vacancy or vacancies. Each new Director so chosen will hold office until the next annual meeting of the Shareholders.
  69. If at any time, by reason of death or resignation or other cause, the Corporation should have no Directors in office, then any Officer or any Shareholder or an executor, administrator, trustee or guardian of a Shareholder, or other fiduciary entrusted with like responsibility for the person or estate of a Shareholder, may call a special meeting of Shareholders for an election to fill the vacancy.
  70. When one or more Directors resign from the Board and the resignation is to become effective at a future date, a majority of the Directors then in office, including those who have so resigned, will have the power to appoint new Directors to fill this vacancy or vacancies. The appointments of these new Directors will take effect when the resignation or resignations are to become effective, and each new Director so chosen will hold office until the next annual meeting of the Shareholders.
  71. Removal
  72. Any Director or the entire Board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of Directors at a special meeting of the Shareholders called for that purpose. No Director may be removed when the votes cast against removal would be sufficient to elect the Director if voted cumulatively at an election where the same total number of votes were cast.
  73. Organization
  74. Meetings of the Board will be presided over by the President, or in the President's absence by a Director chosen at the meeting. The Secretary will act as secretary of the meeting, but in the absence of the Secretary, the person presiding at the meeting may appoint any person to act as secretary of the meeting.
  75. Chairman of the Board
  76. The Chairman of the Board, if present, will preside at all meetings of the Board, and exercise and perform any other authorities and duties as may be from time to time delegated by the Board.
  77. Compensation
  78. The Board will, by resolution, fix the fees and other compensation for the Directors for their services as Directors, including their services as members of committees of the Board. All changes to Director compensation are subject to ratification by the Shareholders.
  79. Presumption of Assent
  80. A Director of the Corporation who is present at a meeting of the Board will be presumed to have assented to an action taken on any corporate matter at the meeting unless:
    1. The Director objects at the beginning of the meeting, or promptly upon the Director's arrival, to holding the meeting or transacting business at the meeting;
    2. The Director's dissent or abstention from the action taken is entered in the minutes of the meeting; or
    3. The Director delivers written notice of the Director's dissent or abstention to the presiding officer of the meeting before the adjournment of the meeting or to the Corporation within a reasonable time after adjournment of the meeting.
  81. Any right to dissent or abstain from the action will not apply to a Director who voted in favour of that action.

  82. COMMITTEES

  83. Appointment
  84. The Board may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.
  85. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not that member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any absent or disqualified member.
  86. The committee or committees, to the extent provided in the resolution of the Board will have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. No such committee will have the power or authority in reference to the following matters:
    1. Approving or adopting, or recommending to the Shareholders, any action or matter (other than the election or removal of Directors) expressly required by law to be submitted to Shareholders for approval; or
    2. Adopting, amending or repealing any Bylaw of the Corporation.
  87. Tenure
  88. Each member of a committee will serve at the pleasure of the Board.
  89. Meetings and Notice
  90. The method by which Directors' meetings may be called and the notice requirements for these meetings as set out in these Bylaws will apply to any committee designated by the Board as appropriate.
  91. Quorum
  92. The requirements for a quorum for the Board as set out in these Bylaws will apply to any committee designated by the Board as appropriate.
  93. Action Without a Meeting
  94. The requirements and procedures for actions without a meeting for the Board as set out in these Bylaws will apply to any committee designated by the Board as appropriate.
  95. Resignation and Removal
  96. Any member of a committee may be removed at any time, with or without cause, by a resolution adopted by a majority of the full Board. Any member of a committee may resign from the committee at any time by giving written notice to the Chairman of the Board of the Corporation, and unless otherwise specified in the notice, the acceptance of this resignation will not be necessary to make it effective.
  97. Vacancies
  98. Any vacancy in a committee may be filled by a resolution adopted by a majority of the full Board.
  99. Committee Rules of Procedure
  100. A committee will elect a presiding officer from its members and may fix its own rules of procedure provided they are not inconsistent with these Bylaws. A committee will keep regular minutes of its proceedings, and report those minutes to the Board at the first subsequent meeting of the Board.

  101. OFFICERS

  102. Appointment of Officers
  103. The Officers of the Corporation (individually the "Officer" and collectively the "Officers") will consist of the President, a treasurer (the "Treasurer") and the Secretary.
  104. The Officers will be appointed by the Board at the first meeting of the Directors or as soon after the first meeting of the Directors as possible, if Officers have not already been appointed. Any appointee may hold one or more offices.
  105. Term of Office
  106. Each Officer will hold office until a successor is duly appointed and qualified or until the Officer's death or until the Officer resigns or is removed as provided in these Bylaws.
  107. Removal
  108. Any Officer or agent appointed by the Board or by the Incorporators may be removed by the Board at any time with or without cause, provided, however, any contractual rights of that person, if any, will not be prejudiced by the removal.
  109. Vacancies
  110. The Board may fill a vacancy in any office because of death, resignation, removal, disqualification, or otherwise.
  111. President
  112. Subject to the control and supervisory powers of the Board and its delegate, the powers and duties of the President will be:
    1. To have the general management and supervision, direction and control of the business and affairs of the Corporation;
    2. To preside at all meetings of the Shareholders when the Chairman of the Board is absent;
    3. To call meetings of the Shareholders to be held at such times and at such places as the President will deem proper within the limitations prescribed by law or by these Bylaws;
    4. To ensure that all orders and resolutions of the Board are effectively carried out;
    5. To maintain records of and certify, whenever necessary, all proceedings of the Board and the Shareholders;
    6. To put the signature of the Corporation to all deeds, conveyances, mortgages, guarantees, leases, obligations, bonds, certificates and other papers and instruments in writing which have been authorized by the Board or which, in the opinion of the President, should be executed on behalf of the Corporation; to sign certificates for the Corporation's shares; and, subject to the instructions of the Board, to have general charge of the property of the Corporation and to supervise and manage all Officers, agents and employees of the Corporation; and
    7. To perform all other duties and carry out other responsibilities as determined by the Board.
  113. Treasurer
  114. Subject to the control and supervisory powers of the Board and its delegate, the powers and duties of the Treasurer will be:
    1. To keep accurate financial records for the Corporation;
    2. To deposit all money, drafts and cheques in the name of and to the credit of the Corporation in the banks and depositories designated by the Board;
    3. To endorse for deposit all notes, cheques, drafts received by the Corporation as instructed by the Board, making proper vouchers for them;
    4. To disburse corporate funds and issue cheques and drafts in the name of the Corporation, as instructed by the Board;
    5. To submit to the President and the Board, as requested, an account of all transactions by the Treasurer and the financial condition of the Corporation;
    6. To prepare and submit to the Board annual reports detailing the financial status of the Corporation; and
    7. To perform all other duties and carry out other responsibilities as prescribed by the Board or the President.
  115. Secretary
  116. The Secretary will perform the following duties:
    1. Prepare the minutes of the meetings of the Shareholders and meetings of the Board and keep those minutes in one or more books provided for that purpose;
    2. Authenticate the records of the Corporation as will from time to time be required;
    3. Ensure that all notices are duly given in accordance with the provisions of these Corporation or as required by law;
    4. Act as custodian of the corporate records and of the corporate seal, if any, and ensure that the seal of the Corporation, if any, is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized;
    5. Keep a register of the post office address of each Shareholder;
    6. Sign, along with the President, certificates for shares of the Corporation, the issuance of which will have been authorized by resolution of the Board;
    7. Have general charge of the List of Shareholders of the Corporation; and
    8. Perform all duties incidental to the office of Secretary and any other duties as from time to time may be delegated to the Secretary by the President or the Board.
  117. Delegation of Authority
  118. The Board reserves the authority to delegate the powers of any Officer to any other Officer or agent, notwithstanding any provision in these Bylaws.

  119. LOANS, CHEQUES, DEPOSITS, CONTRACTS

  120. Loans
  121. Without authorization by a resolution of the Board, the Corporation is prohibited from making or accepting loans in its name, or issuing evidences of indebtedness in its name. The authorization of the Board for the Corporation to perform these acts can be general or specific.
  122. Cheques, Drafts, Notes
  123. All cheques, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation must be signed by a designated Officer or Officers, agent or agents of the Corporation and in a manner as will from time to time be determined by resolution of the Board.
  124. Deposits
  125. All funds of the Corporation not otherwise used will be deposited to the credit of the Corporation in banks, trust companies, or other depositories designated by the Board.
  126. Voting Securities Held by the Corporation
  127. The President, or another Officer or agent designated by the Board will, with full power and authority attend, act, and vote, on behalf of the Corporation, at any meeting of security holders or interest holders of other corporations or entities in which the Corporation may hold securities or interests. At that meeting, the President or other delegated agent will have and execute any and all rights and powers incidental to the ownership of the securities or interests that the Corporation holds.
  128. Contracts
  129. The Board may give authority to any Officer or agent, to make any contract or execute and deliver any instrument in the name of the Corporation and on its behalf, and that authority may be general or specific.
  130. Conflict of Interest by Directors
  131. A Director or Officer of the Corporation will be disqualified from voting as a Director or Officer on a specific matter where that Director or Officer deals or contracts with the Corporation either as a vendor or purchaser.
  132. A Director or Officer of the Corporation will not be disqualified as a Director or Officer for the sole reason that the Director or Officer deals or contracts with the Corporation either as a vendor, purchaser, or otherwise.
  133. Loans to Employees and Officers
  134. The Corporation may lend money to, guarantee any obligation of, or otherwise assist, any Officer or employee of the Corporation or of its subsidiary, including any Officer or employee who is a Director of the Corporation or any subsidiary of the Corporation, whenever, in the opinion of the Directors, the loan, guarantee or assistance may reasonably be expected to benefit the Corporation. The loan, guarantee or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the Board will approve, including, without limitation, a pledge of shares of the Corporation. Nothing contained in this section is to be construed so as to deny, limit or restrict the powers of guarantee or warranty of the Corporation at common law or under any applicable statute.

  • APPENDIX

    Glossary

  • Bylaws - the purpose of these bylaws (the "Bylaws") is to provide rules governing the internal management of the Corporation.
  • Chairman of the Board - Once a Board of Directors has been appointed or elected by the Shareholders, the Board will then elect a chairman (the "Chairman of the Board"). The Chairman of the Board will act to moderate all meetings of the Board of Directors and any other duties and obligations as described in these Bylaws.
  • Corporate Officer - A corporate officer (individually the "Officer" and collectively the "Officers") is any individual acting for or on behalf of the Corporation. An Officer of the Corporation will usually be appointed to a specific task such as secretary, president, treasurer or other similar position. One person may hold several offices. The Officers will manage the day-to-day operations of the Corporation and report to the Board of Directors.
  • Principal Executive Office - The Principal Executive Office for the Corporation is where the President of the Corporation has an office.
  • Principal Office - The Principal Office of the Corporation is the address designated in the annual report where the executive offices of the Corporation are located.
  • Principal Place of Business - The Principal Place of Business is the address at which the Corporation conducts its primary business.
  • Registered Office - The Registered Office is the street address in  where the corporate records are kept and the address for service of all notices and legal documents relating to the Corporation.
  • List of Shareholders - A List of Shareholders is the complete record of the owners of shares of stock in the Corporation.

What are Corporate Bylaws?

Corporate Bylaws are rules a corporation uses to organize its internal management. They outline meeting rules, voting rights, and the policies and responsibilities of the corporation’s directors, officers, and shareholders.

Corporate Bylaws are also known as:

  • Company bylaws
  • Business bylaws
  • Company constitution

What are some terms in Corporate Bylaws?

You may need to know the following terms when you fill out your Corporate Bylaws:

  • Special Meeting: an interim meeting set up by shareholders or directors to make decisions that can’t wait until the next scheduled annual meeting.
  • Quorum: the minimum voting strength, based on the number of voting shares owned by the shareholders who are in attendance (or their proxies), that must be present at a meeting to make decisions and transact business.
  • Remote Communication: meetings held by phone or video conferencing (or when one or more members attend a meeting by phone or video conferencing).
  • Voting Trusts: when a shareholder appoints a trustee to hold their shares and vote according to a voting trust agreement.
  • Cumulative Voting: a system of voting where each shareholder gets to vote based on the number of voting shares they own multiplied by the number of directors running for election. This voting method allows a minority shareholder to take all the votes they'd typically use in multiple directors' elections and apply them all to a single director's election. That way, a minority shareholder has a better chance of influencing the outcome of the election.

Which decisions should be considered in Corporate Bylaws?

There are several decisions that a company's Corporate Bylaws should include, such as:

  • Company management structure: if the company will have a simple structure (consisting of a president, treasurer, and secretary) or a complex management structure (containing a CEO, CFO, COO, presidents, and vice-presidents)
  • Notice for directors’ meetings: the amount of notice needed to call a meeting of the directors
  • Remote meetings: whether directors and shareholders meetings permit remote communication
  • Voting: what percentage of votes forms a quorum, if shareholders can form voting trusts, and if cumulative voting is allowed

Does a corporation need Corporate Bylaws?

There isn’t a legal requirement for your corporation to have its own set of bylaws, but it’s a good idea to have them.

Without your own Corporate Bylaws, your company will be governed by either:

Having these acts govern your corporation may result in undesirable outcomes. The applicable legislation will only provide a general guide for a wide range of corporations and isn’t customized to meet your shareholders’ needs.

When do Corporate Bylaws come into effect?

Usually, a corporation’s directors formally create Corporate Bylaws at the first Directors' Organizational Meeting.

After creating the bylaws at the first meeting, the rules and procedures in the Corporate Bylaws will come into effect and guide the company's internal management.

Are Corporate Bylaws public record?

No. Your Corporate Bylaws are an internal document that you don't need to share with the public. You also don't need to file them with any government entity.

How do I create Corporate Bylaws in Canada?

You can create your Corporate Bylaws by completing LawDepot’s questionnaire. Using our template ensures you complete the following necessary steps.

1. State your location

Select the province or territory where the company is (or will be) incorporated, and we'll tailor your Corporate Bylaws to meet the applicable laws and regulations of your location.

It's also possible to choose federal incorporation, which allows your corporation to trade across Canada using the same corporation name. Choosing the Canada (Federal) option customizes your bylaws per the Canada Business Corporations Act and regulation.

LawDepot has Corporate Bylaw templates for:

  • Alberta
  • Manitoba
  • New Brunswick
  • Newfoundland and Labrador
  • Northwest Territories
  • Nova Scotia
  • Nunavut
  • Ontario
  • Prince Edward Island
  • Quebec
  • Saskatchewan
  • Yukon Territory
  • Canada (Federal)

If your corporation is in British Columbia, use LawDepot’s British Columbia Incorporation Package (CBCA). You’ll receive Company Articles customized according to your choices.

2. Provide your corporation’s registered name

Every corporation needs a unique name. Reserve a name by registering it with the appropriate government agency. If your company is incorporated federally, register the name with the Canadian federal government. Otherwise, register the name with your provincial government.

If you haven’t registered the name you desire yet, you can check its availability using a Corporate Name Search.

3. Outline the rules for shareholder meetings

Create rules that will govern shareholders in making important decisions at meetings.

What per cent of voting shares constitutes a quorum?

A quorum is the number of shareholders representing a minimum number of voting members that must be in attendance at all times for a meeting to proceed. Attendance can be in person or by proxy.

If your bylaws don't address what forms a quorum, then a majority of the shareholders present at the meeting (in person or by proxy) is a quorum.

Depending on the shareholdings in your corporation, it may be better to set a specific percentage to ensure the quorum represents the desired cross-section of the shareholders. For example, if one shareholder owns 66 per cent of the corporation, then setting the quorum percentage below 66 ensures that one shareholding is a quorum. Alternatively, setting it at 67 per cent or more ensures another shareholder needs to be present.

Is remote communication permitted as a form of attendance?

There may be instances where it’s more practical for shareholders to attend a meeting through remote communication. A shareholder can attend a meeting through phone or video conference if your Corporate Bylaws allows remote communication.

Can shareholders form voting trusts?

A voting trust is a legal trust that combines shareholders' voting power by temporarily transferring their shares to a third party (the trustee). The trustee is usually obligated to vote in accord with the desires of the participating shareholders.

Voting trusts are useful when a company has minority shareholders who have limited interest or voting strength in the business. They can also help resolve conflicts of interest, retain majority control, and prevent hostile takeovers.

Is cumulative voting allowed when electing directors?

Cumulative voting allows a minority shareholder to take all the votes they'd typically use in multiple directors' elections and apply them all to a single director's election.

For example, suppose a corporation holds five elections for five potential directors, and a minority shareholder has two votes in each election (ten total votes). In that case, cumulative voting allows the shareholder to apply their combined ten votes to a single director's election.

Cumulative voting can prevent a majority shareholder from choosing all the directors of a company.

4. Create rules for director meetings

Corporate Bylaws should establish how much notice is necessary to call a directors’ meeting. LawDepot’s Corporate Bylaws template allows you to choose:

  • Reasonable notice
  • A number of hours
  • A number of days

What qualifies as reasonable notice is up for interpretation and depends on the established business practices within the company. Select a different option if you prefer a more definitive notice for directors’ meetings.

Your company may find it appropriate to stop a director from voting on issues where there is a potential conflict of interest. A conflict of interest occurs when a director’s personal interests clash with the interests of the company. This is a problem because a director has a responsibility to act in the best interests of the company.

Additional factors to consider include:

  • How many directors will your company have?
  • Can the company lend money to officers, directors, or employees?
  • What per cent of directors need to be present for a meeting to proceed?
  • Will remote communication be permitted?

5. Choose an officer structure

State in your Corporate Bylaws whether directors, incorporators, or shareholders will appoint officers.

There are two types of officer structures your company can choose from:

  • Simple officer structure: consisting of a president, a treasurer, and a secretary.
  • Complex officer structure: possibly consisting of a CEO, COO, CFO, president, and a number of vice presidents.

How do I amend Corporate Bylaws?

You may need to update your Corporate Bylaws as corporate laws and regulations change. This is typically done by the directors and/or shareholders voting on bylaw amendments.

Once the amendment vote has passed, the changes are put in writing using a Directors' Resolution or Shareholders' Resolution and integrated into the Corporate Bylaws.

Related Documents:

  • British Columbia Incorporation Package: create and file the legal paperwork, including Corporate Bylaws, required to form a corporation in British Columbia
  • Certificate of Incumbency Form: confirm the identity of a corporation’s directors, officers, or shareholders, or verify minute book contents.
  • Corporate Name Search: ensure that a proposed corporate name hasn’t already been trademarked by searching appropriate databases for similar or identical business names
  • Directors' Resolution: record minutes at a director meeting or describe director resolutions in place of a corporate meeting
  • Federal Incorporation Package: create and file the legal paperwork required to form a corporation in Canada
  • Shareholder Agreement: set out the rules and responsibilities of the shareholders in a corporation
  • Shareholders' Resolution: specify the rights and responsibilities of a corporation’s shareholders.
  • General Partnership: establish the rights and responsibilities of general partners and the rules in a for-profit partnership
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